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Registered number: 13559284
















SHIELD TOPCO LIMITED




ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025


































img3d03.png


SHIELD TOPCO LIMITED

 
COMPANY INFORMATION


DIRECTORS
H W Khan 
B O'Halloran 
A Schuil 




REGISTERED NUMBER
13559284



REGISTERED OFFICE
Unit 11
Church Farm Business Park

Bath

BA2 9AP




INDEPENDENT AUDITORS
Bishop Fleming Audit Limited
Chartered Accountants & Statutory Auditors

10 Temple Back

Bristol

BS1 6FL






SHIELD TOPCO LIMITED


CONTENTS



Page
Group strategic report
 
 
1 - 3
Directors' report
 
 
4
Directors' responsibilities statement
 
 
5
Independent auditors' report
 
 
6 - 9
Consolidated statement of comprehensive income
 
 
10
Consolidated statement of financial position
 
 
11
Company statement of financial position
 
 
12
Consolidated statement of changes in equity
 
 
13
Company statement of changes in equity
 
 
14
Consolidated statement of cash flows
 
 
15 - 16
Notes to the financial statements
 
 
17 - 38



SHIELD TOPCO LIMITED

 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2025

BUSINESS REVIEW
 
Shield Topco Limited (the Group) is a market leading tech-enabled compliance maintenance services provider of fire life safety, security and electrical safety services headquartered in Bath.
The Group provides a full spectrum of fire life safety, security and electrical compliance solutions to domestic and commercial customers in and around the South-West. Client demand for services is predominantly compliance-led and of a non-discretionary nature. Earnings are well diversified, with the largest maintenance client representing less than 4% of revenues, so there is little to no client concentration. The Group has a broad commercial (~70%) and domestic (~30%) customer base across multiple sectors including public sector, retail, industrial, logistics, leisure, education, charity, financial & professional services and across multiple service lines including Maintenance & Monitoring (M&M), Reactive, Installations, and Test & Inspect.
The Group’s range of services includes:
Fire life safety: fire alarms and detection, portable fire extinguishers, aspirating fire detection, fire suppression systems, disabled refuge systems and induction loop systems.
Security systems: intruder alarms and detection, CCTV cameras & surveillance, access control and door entry, audio & video intercoms, 24/7 security monitoring, lockdown systems and nurse call systems.
Electrical: electrical installation condition reports, portable appliance testing and electrical safety works.

The Group is focused on delivering high quality service to its customer base. As a result, the Group maintains a disciplined geographic focus on servicing customers in Bath, Bristol and the South-West, to achieve economies of scale, efficient route density and quick response times.
During the year the Group acquired the entire share capital of Dorset Electrical & Fire Alarms Limited (including its subsidiaries Axis Dorset Limited and Axis Fire & Security Services Limited) and Dorset Fire Sprinkler Systems Limited (together "the Dorset Group") as part of its strategy to increase market share. 
The Group owns several long-established brands, many of which have been successful trading for over 25 years. Group brands include BWS Standfast, Apex Alarms, AVG, John Hill Electrical, Dorset Electrical & Fire Alarms, Axis Fire & Security, and Axis Fire Sprinklers. 
The Group has recently invested heavily in new best-in-class technology infrastructure to support the future scaling requirements of the business. This substantial investments will improve operational infrastructure, data reliability and enhance the customer experience moving forward.
The business is continuing to look for new growth opportunities across the South-West, whether via acquisition or organically.

Page 1


SHIELD TOPCO LIMITED


GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025

PRINCIPAL RISKS AND UNCERTAINTIES
 
Liquidity and cash flow risk
The Group regularly reviews its liquidity risk and has arranged appropriate facilities to be available. The Group also has the benefit of a supportive shareholder base who have the capacity to provide additional liquidity, should the Group require it.
 
Credit risk
Credit risk is the risk of financial loss to the Group if a customer fails to meet its contractual obligations. The Group is not overly reliant on any one customer and there is close management of outstanding debt and debtor ageing. 
 
Interest rate risk
The Group is exposed to interest rate risk on its borrowings, which are based on a margin over SONIA. A rise in interest rates could increase the cost of borrowings. The Group continually monitors interest rate risks. In the last 12 months to 31 March 2025, Bank of England base rate has continued to increase, increasing the Group’s interest burden. The Group forecasts forward based on the latest available SONIA curves and these forecasts confirm that the Group can continue to meet its obligations despite this increase in interest rates.
 
Price risk
Price risk is the risk of the product hardware increasing. The Group has strong relationships with several major suppliers to the sector and through its purchasing power, can achieve discounts to standard market pricing. The directors constantly monitoring pricing and will take appropriate action on products, pricing and suppliers when required.

Page 2


SHIELD TOPCO LIMITED


GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025

FINANCIAL KEY PERFORMANCE INDICATORS
 
The Group has detailed and extensive management controls. Key performance indicators include:
 
    2025    2024
Revenue   £9,280,958   £6,738,057
Gross margin   47%    48%
Operating profit   £524,400   £687,095
 
Adjusted EBITDA
As a result of the goodwill amortisation charge arising from acquisitions, related financing transactions and other non-recurring costs, the Board focuses, at the Group level, on Adjusted Earnings Before Interest, Tax, Depreciation, and Amortisation (EBITDA). 

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The business monitors a range of operational KPIs, and is continually developing its IT infrastructure to help drive operational KPI performance. 

OTHER KEY PERFORMANCE INDICATORS
 
The Group plans to continue it dual organic and inorganic growth strategy. The Group will continue to quote for new electrical safety tender contracts in its electrical division and focus on acquisitions in the fire & security division that bring synergies to the Group. Before acquisitions are made, thorough due diligence will be undertake to ensure that any such company is a good financial proposition and shares a similar philosophy and focus on customer service.


This report was approved by the board on 23 December 2025 and signed on its behalf.



H W Khan
Director

Page 3


SHIELD TOPCO LIMITED

 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2025

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

DIVIDENDS

The loss for the year, after taxation, amounted to £559,901 (2024: loss £268,438).

DIRECTORS

The directors who served during the year were:

H W Khan 
B O'Halloran 
A Schuil 

MATTERS COVERED IN THE STRATEGIC REPORT

The company has included mandatory directors' report disclosures within the strategic report as they are considered by the directors to be of strategic importance; as permitted by the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013.

DISCLOSURE OF INFORMATION TO AUDITORS

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

POST BALANCE SHEET EVENTS

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

AUDITORS

The auditorsBishop Fleming Audit Limitedwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 23 December 2025 and signed on its behalf.
 





H W Khan
Director

Page 4


SHIELD TOPCO LIMITED

 
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 MARCH 2025

The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 for the Group's financial statements and then apply them consistently;

make judgments 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 Group 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 the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006They 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.

Page 5


SHIELD TOPCO LIMITED

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SHIELD TOPCO LIMITED
 
OPINION


We have audited the financial statements of Shield Topco Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 March 2025, which comprise the Consolidated statement of comprehensive income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe 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's affairs as at 31 March 2025 and of the Group's loss 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 United Kingdom, including the Financial Reporting Council'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 or 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 other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The directors are responsible for the other information contained within the Annual ReportOur 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.


Page 6


SHIELD TOPCO LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SHIELD TOPCO LIMITED (CONTINUED)

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 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 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 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 Directors' responsibilities statement set out on page 5, 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 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 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.


Page 7


SHIELD TOPCO LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SHIELD TOPCO LIMITED (CONTINUED)

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 Group 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 have considered the nature of the industry and sector, control environment and business performance.
We have considered the results of our enquiries of management, and those charged with governance about their own identification and assessment of the risk of irregularities.
For any matters identified we have obtained and reviewed the Company’s documentation of their policies and procedures relating to:
°Identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance;
°Detecting and responding to the risk of fraud and whether they have knowledge of actual, suspected, or alleged fraud; and,
°The internal controls established to mitigate the risks of fraud or non-compliance with laws and regulations.
We have considered the matters discussed among the audit engagement team regarding how and where
fraud might occur in the financial statements and potential indicators of fraud.

As a result of these procedures, we considered the opportunities and incentives that may exist within the
organisation for fraud, and incorrect recognition of revenue and was identified as the greatest potential area for
fraud.
In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to
the risk of management override.
We also obtained an understanding of the legal and regulatory frameworks that the Company operates in,
focusing on provisions of those laws and regulations that had a direct effect on the determination of material
amounts and disclosures in the financial statements. The key laws and regulations we considered in this context
included the UK Companies Act, FRS 102, and tax legislation.
In addition, we considered provisions of other laws and regulations that 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. These included:

Health and safety; and
Employment legislation

Audit response to risks identified
Our procedures to respond to risks identified included the following:
 
Performing various substantive tests of detail related to the recognition of revenue.
Reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;
Enquiring of management concerning actual and potential litigation claims;

Page 8


SHIELD TOPCO LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SHIELD TOPCO LIMITED (CONTINUED)

Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement or fraud; and
In addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement
team members and remained alert to any indications of fraud or non-compliance with laws and regulations
throughout the audit.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including
those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk
increases the more that compliance with a law or regulation is removed from the events and transactions
reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.
The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves
intentional concealment, forgery, collusion, omission, or misrepresentation.


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 2006Our 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.





Matthew Haskell ACA (Senior statutory auditor)
for and on behalf of
Bishop Fleming Audit Limited
Chartered Accountants
Statutory Auditors
10 Temple Back
Bristol
BS1 6FL

23 December 2025
Page 9


SHIELD TOPCO LIMITED

 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2025

2025
2024
Note
£
£

  

Turnover
 4 
9,280,958
6,738,057

Cost of sales
  
(4,952,424)
(3,521,092)

Gross profit
  
4,328,534
3,216,965

Administrative expenses
  
(3,804,134)
(2,529,870)

Operating profit
 5 
524,400
687,095

Interest receivable and similar income
  
-
393

Interest payable and similar expenses
 9 
(953,968)
(883,480)

Loss before taxation
  
(429,568)
(195,992)

Tax on loss
 10 
(130,333)
(72,446)

Loss for the financial year
  
(559,901)
(268,438)

(Loss) for the year attributable to:
  

Owners of the Parent Company
  
(559,901)
(268,438)

  
(559,901)
(268,438)

There were no recognised gains and losses for 2025 or 2024 other than those included in the consolidated statement of comprehensive income.

There was no other comprehensive income for 2025 (2024:£NIL).

The notes on pages 17 to 38 form part of these financial statements.

Page 10


SHIELD TOPCO LIMITED
REGISTERED NUMBER:13559284

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2025

2025
2024
Note
£
£

Fixed assets
  

Intangible assets
 11 
9,428,075
9,119,689

Tangible assets
 12 
165,022
134,061

  
9,593,097
9,253,750

Current assets
  

Stocks
 14 
391,158
220,849

Debtors: amounts falling due within one year
 15 
3,287,374
1,851,492

Cash at bank and in hand
 16 
425,300
536,649

  
4,103,832
2,608,990

Creditors: amounts falling due within one year
 17 
(6,725,718)
(5,011,979)

Net current liabilities
  
 
 
(2,621,886)
 
 
(2,402,989)

Total assets less current liabilities
  
6,971,211
6,850,761

Creditors: amounts falling due after more than one year
 18 
(8,267,244)
(7,631,903)

Provisions for liabilities
  

Net liabilities
  
(1,296,033)
(781,142)


Capital and reserves
  

Called up share capital 
 21 
1,035
1,000

Share premium account
 22 
143,975
99,000

Profit and loss account
 22 
(1,441,043)
(881,142)

Equity attributable to owners of the Parent Company
  
(1,296,033)
(781,142)

  
(1,296,033)
(781,142)


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 17 to 38 form part of these financial statements.

Page 11


SHIELD TOPCO LIMITED
REGISTERED NUMBER:13559284

COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2025

2025
2024
Note
£
£

Fixed assets
  

Investments
 13 
100,000
100,000

  
100,000
100,000

Current assets
  

Debtors: amounts falling due within one year
 15 
45,010
-

  
45,010
-

Total assets less current liabilities
  
 
 
145,010
 
 
100,000

  

  

Net assets
  
145,010
100,000


Capital and reserves
  

Called up share capital 
 21 
1,035
1,000

Share premium account
 22 
143,975
99,000

  
145,010
100,000


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 17 to 38 form part of these financial statements.

Page 12


SHIELD TOPCO LIMITED


CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025


Called up share capital
Share premium account
Profit and loss account
Equity attributable to owners of Parent Company
Total equity

£
£
£
£
£


At 1 April 2023
1,000
99,000
(612,704)
(512,704)
(512,704)


Comprehensive income for the year

Loss for the year
-
-
(268,438)
(268,438)
(268,438)



At 1 April 2024
1,000
99,000
(881,142)
(781,142)
(781,142)


Comprehensive income for the year

Loss for the year
-
-
(559,901)
(559,901)
(559,901)


Contributions by and distributions to owners

Shares issued during the year
35
44,975
-
45,010
45,010


At 31 March 2025
1,035
143,975
(1,441,043)
(1,296,033)
(1,296,033)


The notes on pages 17 to 38 form part of these financial statements.

Page 13


SHIELD TOPCO LIMITED


COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025


Called up share capital
Share premium account
Total equity

£
£
£


At 1 April 2023
1,000
99,000
100,000



At 1 April 2024
1,000
99,000
100,000


Contributions by and distributions to owners

Shares issued during the year
35
44,975
45,010


At 31 March 2025
1,035
143,975
145,010


The notes on pages 17 to 38 form part of these financial statements.

Page 14


SHIELD TOPCO LIMITED


CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2025

2025
As restated
2024
£
£

Cash flows from operating activities

Loss for the financial year
(559,901)
(268,438)

Adjustments for:

Amortisation of intangible assets
499,333
472,553

Depreciation of tangible assets
97,714
36,277

Loss on disposal of tangible assets
(3,505)
686

Interest paid
949,369
883,480

Interest received
-
(393)

Taxation charge
130,333
72,446

(Increase) in stocks
(170,309)
(47,179)

(Increase) in debtors
(282,139)
(133,988)

(Decrease)/increase in creditors
(326,037)
207,909

Increase in provisions
-
25,943

Corporation tax (paid)
(104,697)
(206,509)

Net cash generated from operating activities

230,161
1,042,787


Cash flows from investing activities

Purchase of intangible fixed assets
-
(133,389)

Sale of intangible assets
-
11,271

Purchase of tangible fixed assets
(70,617)
(48,440)

Sale of tangible fixed assets
5,568
-

Interest received
-
393

HP interest paid
(1,518)
-

Repayment of loans
-
5,474

Acquisition of subsidiary
(515,469)
-

Net cash from investing activities

(582,036)
(164,691)

Cash flows from financing activities

Issue of ordinary shares
45,010
-

Repayment of loans
(567,883)
(983,504)

New loans
1,200,000
-

Repayment of/new finance leases
23,955
(16,900)

Interest paid
(465,850)
(489,959)

Net cash used in financing activities
235,232
(1,490,363)

Net (decrease) in cash and cash equivalents
(116,643)
(612,267)

Cash and cash equivalents at beginning of year
536,649
1,148,916

Cash and cash equivalents at the end of year
420,006
536,649

Page 15


SHIELD TOPCO LIMITED


CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025


2025
2024

£
£


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
425,300
536,649

Bank overdrafts
(5,294)
-

420,006
536,649


Page 16


SHIELD TOPCO LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

1.


GENERAL INFORMATION

Shield Topco Limited is a private limited company which is incorporated in England and Wales. The address of the registered office is Unit 11, Church Farm Business Park, Bath, 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 Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements.

The following principal accounting policies have been applied:

 
2.2

BASIS OF CONSOLIDATION

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.

 
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 heads, 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. 

Page 17


SHIELD TOPCO 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 Group 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 Group has transferred the significant risks and rewards of ownership to the buyer;
the Group 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 Group 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 Group 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 GROUP 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.

 
2.7

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.

 
2.8

BORROWING COSTS

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

Page 18


SHIELD TOPCO LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

2.ACCOUNTING POLICIES (CONTINUED)

 
2.9

PENSIONS

DEFINED CONTRIBUTION PENSION PLAN

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group 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 Group in independently administered funds.

 
2.10

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 and the Group operate and generate 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;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

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 19


SHIELD TOPCO LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

2.ACCOUNTING POLICIES (CONTINUED)

 
2.11

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 the Group's share 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 Consolidated statement of comprehensive income over its useful economic life.

OTHER INTANGIBLE ASSETS

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 The estimated useful lives range as follows:

Goodwill
-
25
years
Other intangible fixed assets
-
3
years

 
2.12

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, .

Depreciation is provided on the following basis:

Plant and machinery
-
20-25% reducing balance
Motor vehicles
-
25% reducing balance
Fixtures and fittings
-
15% reducing balance
Office equipment
-
15% reducing balance
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.

Page 20


SHIELD TOPCO LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

2.ACCOUNTING POLICIES (CONTINUED)

 
2.13

VALUATION OF INVESTMENTS

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted Group 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 Consolidated statement of comprehensive income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

 
2.14

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.

 
2.15

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.

 
2.16

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.

In the Consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.17

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.

 
2.18

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.
 
Deferred tax liabilities are also presented within provisions but are measured in accordance with the accounting policy on taxation.
 
Increases in provisions are generally charged as an expense to profit or loss.

Page 21


SHIELD TOPCO LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

2.ACCOUNTING POLICIES (CONTINUED)

 
2.19

FINANCIAL INSTRUMENTS

The Group 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 Group's Statement of financial position when the Group 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 Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

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 Group after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies 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 22


SHIELD TOPCO 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

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those 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 if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
The critical judgements made by management that have a significant effect on the amounts recognised in the financial statements are described below.
 
Critical judgements 

Goodwill and other intangible assets

Positive goodwill acquired on each business combination is capitalised, classified as an asset on the statement of financial position and amortised on a straight line basis over its useful life.
The Group establishes an estimate of the useful life of goodwill and intangibles assets arising on business combination. This estimate is based on a variety of factors such as the expected use of the acquired business, the expected useful life of the cash generating units to which the asset is attributed, any legal, regulatory or contractual provisions that can limit useful life and assumptions that market participants would consider in respect of similar business.
 
Lease commitments

The Group determines whether leases entered into by the Group either as a lessor or a lessee are operating or finance leases. These decisions depend on an assessment of whether the risks and rewards of ownership have been transferred from the lessor to the lessee on a lease by lease basis.
 
Depreciation rates

Tangible fixed assets are depreciated over their useful lives taking into account residual values, where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors. In re-assessing asset lives, factors such as technological innovation, product life cycles and maintenance programmes are taken into account. Residual value assessments consider issues such as future market conditions, the remaining life of the asset and projected disposal values.
 
Sources of estimation uncertainty

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.

Page 23


SHIELD TOPCO LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

4.


TURNOVER

The whole of the turnover is attributable to the group's principal activity. 

All turnover arose within the United Kingdom.


5.


OPERATING PROFIT

The operating profit is stated after charging:

2025
2024
£
£

Depreciation of tangible assets
97,714
36,277

Amortisation of intangible assets
499,333
472,553

Other operating lease rentals
195,547
120,965


6.


AUDITORS' REMUNERATION

During the year, the Group obtained the following services from the Company's auditors:


2025
2024
£
£

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements
7,500
8,520

Fees payable to the Company's auditors in respect of:

The auditing of accounts of associates of the Company
41,750
11,556

Taxation compliance services
10,000
-

All non-audit services not included above
10,000
1,750

Page 24


SHIELD TOPCO LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

7.


EMPLOYEES

Staff costs, including directors' remuneration, were as follows:


Group
Group
2025
2024
£
£


Wages and salaries
2,949,811
2,576,589

Social security costs
264,835
17,327

Cost of defined contribution scheme
131,210
114,035

3,345,856
2,707,951


The average monthly number of employees, including the directors, during the year was as follows:



Group
Group
Company
Company
        2025
        2024
        2025
        2024
            No.
            No.
            No.
            No.









Employees
97
60
3
3


8.


DIRECTORS' REMUNERATION

2025
2024
£
£

Directors' emoluments
150,060
150,060

Group contributions to defined contribution pension schemes
3,040
3,040

153,100
153,100


During the year retirement benefits were accruing to 1 director (2024: 1) in respect of defined contribution pension schemes.


9.


INTEREST PAYABLE AND SIMILAR EXPENSES

2025
2024
£
£


Bank interest payable
449,918
492,264

Other loan interest payable
502,309
391,216

Finance leases and hire purchase contracts
1,518
-

Other interest payable
223
-

953,968
883,480

Page 25


SHIELD TOPCO LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

10.


TAXATION


2025
2024
£
£

CORPORATION TAX


Current tax on profits for the year
203,072
108,786


TOTAL CURRENT TAX
203,072
108,786

DEFERRED TAX


Origination and reversal of timing differences
(72,739)
(36,340)

TOTAL DEFERRED TAX
(72,739)
(36,340)


130,333
72,446

FACTORS AFFECTING TAX CHARGE FOR THE YEAR

The tax assessed for the year is higher than (2024: higher than) the standard rate of corporation tax in the UK of 25% (2024: 25%). The differences are explained below:

2025
2024
£
£


Loss on ordinary activities before tax
(429,568)
(195,992)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024: 25%)
(107,392)
(48,998)

EFFECTS OF:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
50,065
4,499

Capital allowances for year in excess of depreciation
18,457
-

Amortisation on assets not qualifying for tax allowances
105,847
118,065

Other differences leading to an increase (decrease) in the tax charge
63,356
(1,120)

TOTAL TAX CHARGE FOR THE YEAR
130,333
72,446


FACTORS THAT MAY AFFECT FUTURE TAX CHARGES

There are no known factors expected to materially affect future tax charges.

Page 26


SHIELD TOPCO LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

11.


INTANGIBLE ASSETS

Group and Company





Computer software
Goodwill
Total

£
£
£



COST


At 1 April 2024
2,025
10,204,330
10,206,355


On acquisition of subsidiaries
-
807,719
807,719



At 31 March 2025

2,025
11,012,049
11,014,074



AMORTISATION


At 1 April 2024
281
1,086,385
1,086,666


Charge for the year on owned assets
675
498,658
499,333



At 31 March 2025

956
1,585,043
1,585,999



NET BOOK VALUE



At 31 March 2025
1,069
9,427,006
9,428,075



At 31 March 2024
1,744
9,117,945
9,119,689



Page 27


SHIELD TOPCO LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

12.


TANGIBLE FIXED ASSETS

Group






Plant and machinery
Motor vehicles
Fixtures, office and computer equipment
Total

£
£
£
£



COST OR VALUATION


At 1 April 2024
24,957
93,015
61,827
179,799


Additions
8,861
-
61,756
70,617


Acquisition of subsidiary
13,492
20,279
26,350
60,121


Disposals
-
(27,126)
-
(27,126)



At 31 March 2025

47,310
86,168
149,933
283,411



DEPRECIATION


At 1 April 2024
6,319
21,186
18,233
45,738


Charge for the year on owned assets
14,230
42,843
40,641
97,714


Disposals
-
(25,063)
-
(25,063)



At 31 March 2025

20,549
38,966
58,874
118,389



NET BOOK VALUE



At 31 March 2025
26,761
47,202
91,059
165,022



At 31 March 2024
18,638
71,829
43,594
134,061


13.


FIXED ASSET INVESTMENTS

Company





Investments in subsidiary companies

£



COST OR VALUATION


At 1 April 2024
100,000



At 31 March 2025
100,000




Page 28


SHIELD TOPCO 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

Shield Bidco Limited
Unit 11 Church Farm Business Park, Bath, BA2 9AP
Ordinary
100%
Apex Alarms Limited*
Unit 11 Church Farm Business Park, Bath, BA2 9AP
Ordinary
100%
John D. Hill Electrical Limited*
Unit 11 Church Farm Business Park, Bath, BA2 9AP
Ordinary
100%
BWS Security Systems Limited*
Unit 11 Church Farm Business Park, Bath, BA2 9AP
Ordinary
100%
Standfast (Bristol) Limited**
Unit 11 Church Farm Business Park, Bath, BA2 9AP
Ordinary
100%
Future Security Systems Ltd**
Unit 11 Church Farm Business Park, Bath, BA2 9AP
Ordinary
100%
Dorset Electrical & Fire Alarms Limited**
Unit 11 Church Farm Business Park, Bath, BA2 9AP
Ordinary
100%
Axis Dorset Limited***
Unit 11 Church Farm Business Park, Bath, BA2 9AP
Ordinary
100%
Axis Fire & Security Services Limited****
Unit 11 Church Farm Business Park, Bath, BA2 9AP
Ordinary
100%
Dorset Fire Sprinkler Systems Limited**
Unit 11 Church Farm Business Park, Bath, BA2 9AP
Ordinary
100%

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


14.


STOCKS

Group
Group
2025
2024
£
£

Finished goods and goods for resale
391,158
220,849

391,158
220,849



15.


DEBTORS

Group
Group
Company
Company
2025
2024
2025
2024
Page 29


SHIELD TOPCO LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

15.DEBTORS (CONTINUED)

£
£
£
£


Trade debtors
2,508,189
1,626,922
-
-

Amounts owed by group undertakings
-
-
45,010
-

Other debtors
35,961
14,514
-
-

Prepayments and accrued income
611,753
134,431
-
-

Deferred taxation
131,471
75,625
-
-

3,287,374
1,851,492
45,010
-



16.


CASH AND CASH EQUIVALENTS

Group
Group
2025
2024
£
£

Cash at bank and in hand
425,300
536,649

Less: bank overdrafts
(5,294)
-

420,006
536,649


Page 30


SHIELD TOPCO LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

17.


CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group
Group
2025
2024
£
£

Bank overdrafts
5,294
-

Bank loans
628,962
598,542

Trade creditors
1,272,377
564,463

Corporation tax
208,184
109,810

Other taxation and social security
617,114
362,304

Obligations under finance lease and hire purchase contracts
23,955
-

Other creditors
751,677
731,871

Accruals and deferred income
3,218,155
2,644,989

6,725,718
5,011,979



The following liabilities were secured:
Group
Group
2025
2024
£
£

Bank loans
628,962
598,542

628,962
598,542

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. 

Page 31


SHIELD TOPCO LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

18.


CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

Group
Group
2025
2024
£
£

Bank loans
2,222,244
2,786,903

Other loans
6,045,000
4,845,000

8,267,244
7,631,903



The following liabilities were secured:
Group
Group
2025
2024
£
£


Bank loans
2,222,244
2,786,903

Other loans
4,845,000
4,845,000

7,067,244
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.



Page 32


SHIELD TOPCO LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

19.


LOANS


Analysis of the maturity of loans is given below:


Group
Group
2025
2024
£
£

AMOUNTS FALLING DUE WITHIN ONE YEAR

Bank loans
628,962
598,542


628,962
598,542


AMOUNTS FALLING DUE 2-5 YEARS

Bank loans
2,222,244
2,786,903

Other loans
6,045,000
4,845,000


8,267,244
7,631,903


8,896,206
8,230,445


Page 33


SHIELD TOPCO LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

20.


DEFERRED TAXATION


Group



2025


£






At beginning of year
75,625


Charged to profit or loss
72,739


Arising on business combinations
(16,893)



AT END OF YEAR
131,471

Company


2025






AT END OF YEAR
-
The deferred tax asset is made up as follows:

Group
Group
2025
2024
£
£

Accelerated capital allowances
(30,357)
(21,870)

Pension surplus
-
654

Short term timing differences
161,828
96,841

131,471
75,625


21.


SHARE CAPITAL

2025
2024
£
£
ALLOTTED, CALLED UP AND FULLY PAID



65,000 (2024: 65,000) A Ordinary shares of £0.01 each
650
650
35,000 (2024: 35,000) B Ordinary shares of £0.01 each
350
350
3,500 (2024: ) C Ordinary shares of £0.01 each
35
-

1,035

1,000


Page 34


SHIELD TOPCO LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

21.SHARE CAPITAL (CONTINUED)

A Ordinary shares carry all rights. Each share is entitled to one vote in any circumstances, is entitled to dividend payments or any other distribution and is entitled to participate in a distribution arising from a winding up of the company as described in the articles. 
B Ordinary shares carry all rights. Each share is entitled to one vote in any circumstances, is entitled to dividend payments or any other distribution and is entitled to participate in a distribution arising from a winding up of the company as described in the articles. 
C Ordinary shares do not carry a right to attend or vote at meetings but are entitled to dividend payments or any other distribution and is entitled to participate in a distribution arising from a winding up of the company as described in the articles. 


22.


RESERVES

Share premium account

The share premium account represents the amount received by the company over and above the nominal (par) value of the shares issued. It is a capital reserve and forms part of shareholders’ equity, but it cannot be treated as distributable profits.

Profit and loss account

The profit and loss account represents the cumulative profits and losses of the company that have not been distributed to shareholders as dividends or transferred to other reserves.

23.


ANALYSIS OF NET DEBT






At 1 April 2024
Cash flows
Acquisition and disposal of subsidiaries
Other non-cash changes
At 31 March 2025
£

£

£

£

£

Cash at bank and in hand

536,649

(111,349)

-

-

425,300

Bank overdrafts

-

(5,294)

-

-

(5,294)

Debt due after 1 year

(7,631,903)

(1,200,000)

-

564,659

(8,267,244)

Debt due within 1 year

(598,542)

567,883

(33,644)

(564,951)

(629,254)

Finance leases

-

-

(23,955)

-

(23,955)



(7,693,796)
(748,760)
(57,599)
(292)
(8,500,447)

Other non-cash changes include movements due to the ageing of loans. 

Page 35


SHIELD TOPCO LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

24.
 

BUSINESS COMBINATIONS

On 29 October 2024 BWS Security Systems Limited acquired the entire share capital of Dorset Electrical & Fire Alarms Limited (including its subsidiaries Axis Dorset Limited and Axis Fire & Security Services Limited) and Dorset Fire Sprinkler Systems Limited (together "the Dorset Group"). 

ACQUISITION OF THE DORSET GROUP

RECOGNISED AMOUNTS OF IDENTIFIABLE ASSETS ACQUIRED AND LIABILITIES ASSUMED

Book value
Fair value
£
£

FIXED ASSETS

Tangible
60,121
60,121

60,121
60,121

CURRENT ASSETS

Debtors
1,097,897
1,097,897

Cash at bank and in hand
284,531
284,531

TOTAL ASSETS
1,442,549
1,442,549

CREDITORS

Due within one year
(892,776)
(892,776)

Due after more than one year
(56,365)
(56,365)

Deferred taxation
(16,892)
(16,892)

TOTAL IDENTIFIABLE NET ASSETS
476,516
476,516


Goodwill
807,719

TOTAL PURCHASE CONSIDERATION
1,284,235

CONSIDERATION

£


Cash
800,000

Debt instruments
184,235

Deferred consideration
300,000

TOTAL PURCHASE CONSIDERATION
1,284,235

Page 36


SHIELD TOPCO LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

24.BUSINESS COMBINATIONS (CONTINUED)

CASH OUTFLOW ON ACQUISITION

£


Purchase consideration settled in cash, as above
800,000

800,000

Less: Cash and cash equivalents acquired
(284,531)

NET CASH OUTFLOW ON ACQUISITION
515,469

The results of the Dorset Group since acquisition are as follows:

Current period since acquisition
£

Turnover
1,932,862

(Loss) for the period since acquisition
(39,158)


25.


PENSION COMMITMENTS

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group  in an independently administered fund. The pension cost charge represents contributions payable by the Group  to the fund and amounted to £131,210 (2024: £114,035). Contributions totaling £7,148 (2024: £2,616) were payable to the fund at the balance sheet date and are included in creditors.


26.


COMMITMENTS UNDER OPERATING LEASES

At 31 March 2025 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
2025
2024
£
£

Not later than 1 year
166,324
198,888

Later than 1 year and not later than 5 years
266,643
215,843

432,967
414,731

Page 37


SHIELD TOPCO LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

27.


RELATED PARTY TRANSACTIONS

Included within administration expenses are consultancy fees totalling £16,000 (2024: £16,000) payable to B O'Halloran, a Director of the company. At the year end the company owed £4,000 (2024: £4,000) to B O'Halloran. 
Included within administration expenses are consultancy fees totalling £16,000 (2024: £16,000) payable to A Schuil, a Director of the company. At the year end the company owed £4,000 (2024: £4,000) to A Schuil. 
Included within administration expenses are consultancy fees totalling £4,500 (2024: £4,500) payable to T Raeber, a Director of a connected company, Shield Security Trustee Limited. At the year end the company owed £Nil (2024: £1,250) to T Raeber. 
Included within Other Loans are loan notes totalling £1,220,142 (2024: £1,220,142) registered in the name of Sonmarg Capital Limited. Sonmarg Capital Limited is controlled by H W Khan, a Director of the company. During the year, interest was charged on these loan notes at a rate of 7%, totalling £101,480 (2024: £95,101). The total capital and accrued interest at the year end was £1,551,335.
Included within Other Loans are loan notes totalling £125,000 registered in the name of Sonmarg Capital Limited. Sonmarg Capital Limited is controlled by H W Khan, a Director of the company. During the year, interest was charged on these loan notes at a rate of 18%, totalling £8,301. The total capital and accrued interest at the year end was £133,301
Included within Other Loans are loan notes totalling £150,617 (2024: £150,617) registered in the name of B O'Halloran, a Director of the company. During the year, interest was charged on these loan notes at a rate of 7%, totalling £12,527 (2024: £11,740). The total capital and accrued interest at the year end was £191,500
Included within Other Loans are loan notes totalling £225,000 registered in the name of B O'Halloran, a Director of the company. During the year, interest was charged on these loan notes at a rate of 18%, totalling £14,942. The total capital and accrued interest at the year end was £239,942
Included within Other Loans are loan notes totalling £502,058 (2024: £502,058) registered in the name of NCP Security UK BV. A Schuil, a Director of the company, has a material interest in NCP Security UK BV. During the year, interest was charged on these loan notes at a rate of 7%, totalling £41,757 (2024: £39,132). The total capital and accrued interest at the year end was £638,336


28.


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. 


29.


CONTROLLING PARTY

The ultimate controlling party is Mr H W Khan. 

Page 38