| REGISTERED NUMBER: 12368262 (England and Wales) |
| REPORT OF THE DIRECTORS AND |
| CONSOLIDATED FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31ST DECEMBER 2024 |
| FOR |
| SUREWERX UK LIMITED |
| REGISTERED NUMBER: 12368262 (England and Wales) |
| REPORT OF THE DIRECTORS AND |
| CONSOLIDATED FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31ST DECEMBER 2024 |
| FOR |
| SUREWERX UK LIMITED |
| SUREWERX UK LIMITED (REGISTERED NUMBER: 12368262) |
| CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31ST DECEMBER 2024 |
| Page |
| Company Information | 1 |
| Report of the Directors | 2 |
| Report of the Independent Auditors | 4 |
| Consolidated Income Statement | 8 |
| Consolidated Other Comprehensive Income | 9 |
| Consolidated Statement of Financial Position | 10 |
| Company Statement of Financial Position | 11 |
| Consolidated Statement of Changes in Equity | 12 |
| Company Statement of Changes in Equity | 13 |
| Notes to the Consolidated Financial Statements | 14 |
| SUREWERX UK LIMITED |
| COMPANY INFORMATION |
| FOR THE YEAR ENDED 31ST DECEMBER 2024 |
| DIRECTORS: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| SENIOR STATUTORY AUDITOR: | Stephen B. Ludlam FCCA |
| AUDITORS: |
| Statutory Auditors and Accountants |
| Mountfield House |
| 661 High Street |
| Kingswinford |
| West Midlands |
| DY6 8AL |
| SUREWERX UK LIMITED (REGISTERED NUMBER: 12368262) |
| REPORT OF THE DIRECTORS |
| FOR THE YEAR ENDED 31ST DECEMBER 2024 |
| The directors present their report with the financial statements of the company and the group for the year ended 31st December 2024. |
| EVENTS SINCE THE END OF THE YEAR |
| Information relating to events since the end of the year is given in the notes to the financial statements. |
| DIRECTORS |
| The directors shown below have held office during the whole of the period from 1st January 2024 to the date of this report. |
| Other changes in directors holding office are as follows: |
| STATEMENT OF DIRECTORS' RESPONSIBILITIES |
| The directors are responsible for preparing the Report of the Directors and the financial statements in accordance with applicable law and regulations. |
| Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to: |
| - | select suitable accounting policies and then apply them consistently; |
| - | make judgements and accounting estimates that are reasonable and prudent; |
| - | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
| The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
| STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
| So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information. |
| AUDITORS |
| The auditors, French Ludlam & Co Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
| SUREWERX UK LIMITED (REGISTERED NUMBER: 12368262) |
| REPORT OF THE DIRECTORS |
| FOR THE YEAR ENDED 31ST DECEMBER 2024 |
| This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies. |
| ON BEHALF OF THE BOARD: |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| SUREWERX UK LIMITED |
| Qualified Opinion |
| We have audited the financial statements of SureWerx UK Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31st December 2024 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Statement of Financial Position, Company Statement of Financial Position, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). |
| In the year Surewerx UK Limited acquired two Portuguese entities. An audit has been completed on the larger company of which a modified opinion has been given. |
| In our opinion, other than the points stated the financial statements: |
| - give a true and fair view of the state of the group's and of the parent company affairs as at 31st December 2024 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 |
| -based on the work undertaken in the course of the audit, the directors' report is consistent with the financial statements and has been prepared in accordance with applicable legal requirements. |
| Basis for opinion |
| We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard,and the provisions available for small entities, in the circumstances set out in note 13, 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. |
| Fall Safe On Line, LDA., a subsidiary of Surewerx UK Limited, had not been previously subject to a statutory audit. There was an absence of inventory records that would allow for retrospective audit procedures so we were unable to obtain sufficient appropriate audit evidence regarding the opening inventory balances. |
| A complete physical count of warehouse stock was not performed and so were unable to verify the reliability of the counting procedures adopted by the entity. |
| As a result of these limitations, the component auditors were unable to obtain sufficient appropriate evidence to express an opinion on the opening and closing balances of inventory and consequently the impact on costs of good sold. |
| The subsidiaries stock is material as part of the group as a whole. |
| Conclusions relating to going concern |
| In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. |
| Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. |
| Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| SUREWERX UK LIMITED |
| Other information |
| The directors are responsible for the other information. The other information comprises the information in the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon. |
| Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. |
| In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. |
| Opinions on other matters prescribed by the Companies Act 2006 |
| In our opinion, based on the work undertaken in the course of the audit: |
| - | the information given in the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
| - | the Report of the Directors has 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 Report of the Directors. |
| We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: |
| - | adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or |
| - | the parent company financial statements are not in agreement with the accounting records and returns; or |
| - | certain disclosures of directors' remuneration specified by law are not made; or |
| - | we have not received all the information and explanations we require for our audit; or |
| - | the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Group Strategic Report or in preparing the Report of the Directors. |
| Responsibilities of directors |
| As explained more fully in the Statement of Directors' Responsibilities set out on page two, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. |
| In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| SUREWERX UK LIMITED |
| 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 a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. |
| The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
| 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. |
| As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain professional scepticism throughout the audit. We also: |
| - Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. |
| - Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control. |
| - Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. |
| - Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the company to cease to continue as a going concern. |
| - Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation (ie. gives a true and fair view). |
| We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. |
| A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| SUREWERX UK LIMITED |
| Use of our report |
| This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors 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. |
| for and on behalf of |
| Statutory Auditors and Accountants |
| Mountfield House |
| 661 High Street |
| Kingswinford |
| West Midlands |
| DY6 8AL |
| SUREWERX UK LIMITED (REGISTERED NUMBER: 12368262) |
| CONSOLIDATED |
| INCOME STATEMENT |
| FOR THE YEAR ENDED 31ST DECEMBER 2024 |
| 2024 | 2023 |
| Notes | £ | £ |
| TURNOVER | 2,999,337 | 1,268,488 |
| Cost of sales | 1,915,480 | 847,371 |
| GROSS PROFIT | 1,083,857 | 421,117 |
| Administrative expenses | 1,493,625 | 1,608,509 |
| (409,768 | ) | (1,187,392 | ) |
| Other operating income | 20,777 | 1,171,334 |
| OPERATING LOSS | 5 | (388,991 | ) | (16,058 | ) |
| Interest payable and similar expenses | 3,007 | - |
| LOSS BEFORE TAXATION | (391,998 | ) | (16,058 | ) |
| Tax on loss | 71,908 | 8,372 |
| LOSS FOR THE FINANCIAL YEAR | ( |
) | ( |
) |
| Loss attributable to: |
| Owners of the parent | (463,906 | ) | (24,430 | ) |
| SUREWERX UK LIMITED (REGISTERED NUMBER: 12368262) |
| CONSOLIDATED |
| OTHER COMPREHENSIVE INCOME |
| FOR THE YEAR ENDED 31ST DECEMBER 2024 |
| 2024 | 2023 |
| Notes | £ | £ |
| LOSS FOR THE YEAR | (463,906 | ) | (24,430 | ) |
| OTHER COMPREHENSIVE INCOME |
| Parent company funding | 2,606,162 | - |
| Income tax relating to other comprehensive income |
- |
- |
| OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX |
2,606,162 |
- |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
2,142,256 |
(24,430 |
) |
| Total comprehensive income attributable to: |
| Owners of the parent | 2,142,256 | (24,430 | ) |
| SUREWERX UK LIMITED (REGISTERED NUMBER: 12368262) |
| CONSOLIDATED STATEMENT OF FINANCIAL POSITION |
| 31ST DECEMBER 2024 |
| 2024 | 2023 |
| Notes | £ | £ | £ | £ |
| FIXED ASSETS |
| Intangible assets | 7 | 1,013,847 | 633 |
| Tangible assets | 8 | 1,175,909 | - |
| Investments | 9 | 95 | - |
| 2,189,851 | 633 |
| CURRENT ASSETS |
| Stocks | 2,614,380 | 294,547 |
| Debtors | 10 | 783,619 | 339,895 |
| Cash at bank | 277,459 | 286,539 |
| 3,675,458 | 920,981 |
| CREDITORS |
| Amounts falling due within one year | 11 | 3,134,863 | 796,728 |
| NET CURRENT ASSETS | 540,595 | 124,253 |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
2,730,446 |
124,886 |
| CREDITORS |
| Amounts falling due after more than one year | 12 | (296,283 | ) | - |
| PROVISIONS FOR LIABILITIES | (167,021 | ) | - |
| NET ASSETS | 2,267,142 | 124,886 |
| CAPITAL AND RESERVES |
| Called up share capital | 300,003 | 300,003 |
| Other reserves | 13 | 2,606,162 | - |
| Retained earnings | 13 | (639,023 | ) | (175,117 | ) |
| 2,267,142 | 124,886 |
| The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime. |
| The financial statements were approved by the Board of Directors and authorised for issue on 1st May 2026 and were signed on its behalf by: |
| Mr C Shepherd - Director |
| SUREWERX UK LIMITED (REGISTERED NUMBER: 12368262) |
| COMPANY STATEMENT OF FINANCIAL POSITION |
| 31ST DECEMBER 2024 |
| 2024 | 2023 |
| Notes | £ | £ | £ | £ |
| FIXED ASSETS |
| Intangible assets | 7 |
| Tangible assets | 8 |
| Investments | 9 |
| CURRENT ASSETS |
| Stocks |
| Debtors | 10 |
| Cash at bank |
| CREDITORS |
| Amounts falling due within one year | 11 |
| NET CURRENT (LIABILITIES)/ASSETS | ( |
) |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| CREDITORS |
| Amounts falling due after more than one year | 12 |
| NET ASSETS |
| CAPITAL AND RESERVES |
| Called up share capital |
| Other reserves | 13 |
| Retained earnings | 13 | ( |
) | ( |
) |
| Company's (loss)/profit for the financial year | (178,460 | ) | 403 |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| SUREWERX UK LIMITED (REGISTERED NUMBER: 12368262) |
| CONSOLIDATED STATEMENT OF CHANGES IN EQUITY |
| FOR THE YEAR ENDED 31ST DECEMBER 2024 |
| Called up |
| share | Retained | Other | Total |
| capital | earnings | reserves | equity |
| £ | £ | £ | £ |
| Balance at 1st January 2023 | 300,003 | (150,687 | ) | - | 149,316 |
| Changes in equity |
| Total comprehensive income | - | (24,430 | ) | - | (24,430 | ) |
| Balance at 31st December 2023 | 300,003 | (175,117 | ) | - | 124,886 |
| Changes in equity |
| Total comprehensive income | - | (463,906 | ) | 2,606,162 | 2,142,256 |
| Balance at 31st December 2024 | 300,003 | (639,023 | ) | 2,606,162 | 2,267,142 |
| SUREWERX UK LIMITED (REGISTERED NUMBER: 12368262) |
| COMPANY STATEMENT OF CHANGES IN EQUITY |
| FOR THE YEAR ENDED 31ST DECEMBER 2024 |
| Called up |
| share | Retained | Other | Total |
| capital | earnings | reserves | equity |
| £ | £ | £ | £ |
| Balance at 1st January 2023 | ( |
) |
| Changes in equity |
| Total comprehensive income | - |
| Balance at 31st December 2023 | ( |
) |
| Changes in equity |
| Total comprehensive income | - | ( |
) |
| Balance at 31st December 2024 | ( |
) |
| SUREWERX UK LIMITED (REGISTERED NUMBER: 12368262) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31ST DECEMBER 2024 |
| 1. | CONSOLIDATED ADJUSTMENTS |
| Account transactions/balances have been adjusted where deemed required for consolidation. Subsidiary companies have not deemed material to do so but are material to the groups materiality. |
| 2. | STATUTORY INFORMATION |
| SureWerx UK Limited is a |
| The presentation currency of the financial statements is the Pound Sterling (£). |
| 3. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| 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 transactions can be measured reliably. |
| 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. |
| Previously the goodwill asset of SureWerx Germany GmbH was amortised over 5 years. This has now been fully amortised at 31 December 2024. |
| Fall Safe On Line, Unipessoal, LDA and Fall Safe On Line Training, Unipessoal, LDA goodwill has been amortised over 10 years and the brandname has been amortised over 25 years. |
| SUREWERX UK LIMITED (REGISTERED NUMBER: 12368262) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31ST DECEMBER 2024 |
| 3. | ACCOUNTING POLICIES - continued |
| Intangible assets |
| Intangible assets are recorded at acquisition cost, less accumulated depreciation and impairment losses. They are only recognised if it is probable that they will generate future economic benefit, are controllable and their value can be reasonably measured. |
| Research expenses are recognised in the income statement when incurred. Development expenses are capitalised when there is demonstrated capability to complete their development and commence their commercialization or use, and when it is probable that the asset created will generate future economic benefits. When these requirements are not met , they are recorded as an expense in the period which they are incurred. |
| The depreciation of intangible assets with defined useful lives is calculated, after the start of the use, using the straight-line method in accordance with their estimated useful life , or according to the terms of the contracts that establish them. |
| Intangible assets with no defined useful life are amortised over a maximum period of 10 years. |
| Tangible fixed assets |
| Tangible fixed assets are recorded at acquisition cost less accumulated depreciation and impairment losses with the exception of property located in Varziela which was recorded at fair value. |
| Depreciation is calculated after the assets begin to be used, using the straight line method in accordance with the estimated useful life for each asset class. |
| Tangible fixed assets under construction represent assets still in construction/ installation phase,are included in the tangible fixed assets items, and are measured at acquisition cost. These assets have not been depreciated as such, as they are not yet in use. |
| The gains or losses resulting form the sale or disposal of tangible fixed assets are determined by the difference between the sale price and the net book value recognised on the date of disposal of the asset, being recorded in the income statement. |
| 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. |
| At each balance sheet 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 the Statement of Comprehensive Income. |
| Taxation |
| Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
| Current or deferred taxation assets and liabilities are not discounted. |
| Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date. |
| SUREWERX UK LIMITED (REGISTERED NUMBER: 12368262) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31ST DECEMBER 2024 |
| 3. | ACCOUNTING POLICIES - continued |
| Deferred tax |
| Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date. |
| Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
| Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
| Foreign currency translation |
| Transactions and balances |
| Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. |
| At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. |
| Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Statement of Comprehensive Income except when deferred in other comprehensive income as qualifying cash flow hedges. |
| Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated Statement of Comprehensive Income within 'administrative expenses'. All other foreign exchange gains and losses are presented in the Statement of Comprehensive Income within 'administrative expenses'. |
| On consolidation, the results of overseas operations are translated into sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income. |
| Pension costs and other post-retirement benefits |
| The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate. |
| Going concern |
| The board of directors present its going concern statement for the financial year ended 31 December 2024. |
| SureWerx UK Limited is a wholly owned subsidiary of SureWerx USA Inc, the immediate parent company. |
| The directors of SureWerx UK Limited have obtained a letter of support from the ultimate parent company SureWerx Topco, LP, and are satisfied that this support will be forthcoming for the foreseeable future. The directors have assessed that the ultimate parent company is financially capable of providing this support. |
| The directors have no reason to believe that a material uncertainty exists that may cast significant doubt on the ability of this company to continue as a going concern. Therefore the directors believe that it is appropriate to prepare the financial statements on a going concern basis. |
| SUREWERX UK LIMITED (REGISTERED NUMBER: 12368262) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31ST DECEMBER 2024 |
| 4. | EMPLOYEES AND DIRECTORS |
| The average number of employees during the year was |
| The average number of employees by undertakings that were proportionately consolidated during the year was 24 (2023 - 6 ) . |
| 5. | OPERATING LOSS |
| The operating loss is stated after charging: |
| 2024 | 2023 |
| £ | £ |
| Depreciation - owned assets | 74,444 | - |
| Goodwill amortisation | 45,141 | 631 |
| Development costs amortisation | 1,071 | - |
| Computer software amortisation | 10,424 | - |
| 6. | INDIVIDUAL INCOME STATEMENT |
| As permitted by Section 408 of the Companies Act 2006, the Statement of Comprehensive Income of the parent company is not presented as part of these financial statements. |
| 7. | INTANGIBLE FIXED ASSETS |
| Group |
| Other |
| intangible |
| Goodwill | assets | Totals |
| £ | £ | £ |
| COST |
| At 1st January 2024 | 3,157 | - | 3,157 |
| Additions | 1,010,239 | 59,611 | 1,069,850 |
| At 31st December 2024 | 1,013,396 | 59,611 | 1,073,007 |
| AMORTISATION |
| At 1st January 2024 | 2,524 | - | 2,524 |
| Charge for year | 45,141 | 11,495 | 56,636 |
| At 31st December 2024 | 47,665 | 11,495 | 59,160 |
| NET BOOK VALUE |
| At 31st December 2024 | 965,731 | 48,116 | 1,013,847 |
| At 31st December 2023 | 633 | - | 633 |
| SUREWERX UK LIMITED (REGISTERED NUMBER: 12368262) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31ST DECEMBER 2024 |
| 8. | TANGIBLE FIXED ASSETS |
| Group |
| Plant and |
| Land and | machinery |
| buildings | etc | Totals |
| £ | £ | £ |
| COST |
| Additions | 1,050,170 | 200,183 | 1,250,353 |
| At 31st December 2024 | 1,050,170 | 200,183 | 1,250,353 |
| DEPRECIATION |
| Charge for year | 21,060 | 53,384 | 74,444 |
| At 31st December 2024 | 21,060 | 53,384 | 74,444 |
| NET BOOK VALUE |
| At 31st December 2024 | 1,029,110 | 146,799 | 1,175,909 |
| Included in Fall Safe On Line, Unipessoal, LDA is a property located in Varzilla industrial Zone.A revaluation occurred in 2024 prior to the acquisition of the company and is based on the report issued on 07/05/2024 by the independent appraiser Pedro Quirino Rosa. |
| The fair value was determined by reference to observable market prices, with an assigned amount of €1,180,000. In accounting terms the distribution of land amount was carried out, corresponding to 25% (295,000 euros) and of buildings value, corresponding to 75% (885,000 euros). |
| Company |
| Plant and |
| machinery |
| etc |
| £ |
| COST |
| Additions |
| At 31st December 2024 |
| DEPRECIATION |
| Charge for year |
| At 31st December 2024 |
| NET BOOK VALUE |
| At 31st December 2024 |
| SUREWERX UK LIMITED (REGISTERED NUMBER: 12368262) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31ST DECEMBER 2024 |
| 9. | FIXED ASSET INVESTMENTS |
| Group |
| Other |
| investments |
| £ |
| COST |
| Additions | 95 |
| At 31st December 2024 | 95 |
| NET BOOK VALUE |
| At 31st December 2024 | 95 |
| Company |
| Shares in |
| group |
| undertakings |
| £ |
| COST |
| At 1st January 2024 |
| Additions |
| At 31st December 2024 |
| NET BOOK VALUE |
| At 31st December 2024 |
| At 31st December 2023 |
| The group or the company's investments at the Statement of Financial Position date in the share capital of companies include the following: |
| Subsidiaries |
| Registered office: Via Pietro Paleocapa 1,20121, Milano, Italy |
| Nature of business: |
| % |
| Class of shares: | holding |
| 2024 | 2023 |
| £ | £ |
| Aggregate capital and reserves |
| Loss for the year | ( |
) | ( |
) |
| SUREWERX UK LIMITED (REGISTERED NUMBER: 12368262) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31ST DECEMBER 2024 |
| 9. | FIXED ASSET INVESTMENTS - continued |
| Registered office: Prinzregentenstr. 11, c/o Jones Day, 80538, Munchen, Germany. |
| Nature of business: |
| % |
| Class of shares: | holding |
| 2024 | 2023 |
| £ | £ |
| Aggregate capital and reserves | ( |
) | ( |
) |
| Loss for the year | ( |
) | ( |
) |
| Registered office: Zona Industrial da Varziela, Rua B, Lote 54, 4480-620 Vila do Conde, Portugal |
| Nature of business: |
| % |
| Class of shares: | holding |
| 2024 |
| £ |
| Aggregate capital and reserves |
| Loss for the year | ( |
) |
| Registered office: Zona Industrial da Varziela, Rua B, Lote 54, 4480-620 Vila do Conde, Portugal |
| Nature of business: |
| % |
| Class of shares: | holding |
| 2024 |
| £ |
| Aggregate capital and reserves | ( |
) |
| Loss for the year | ( |
) |
| 10. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| Group | Company |
| 2024 | 2023 | 2024 | 2023 |
| £ | £ | £ | £ |
| Trade debtors | 594,803 | 50,845 |
| Amounts owed by group undertakings | 3,585 | 166,669 |
| Other debtors | 185,231 | 122,381 |
| 783,619 | 339,895 |
| SUREWERX UK LIMITED (REGISTERED NUMBER: 12368262) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31ST DECEMBER 2024 |
| 11. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| Group | Company |
| 2024 | 2023 | 2024 | 2023 |
| £ | £ | £ | £ |
| Trade creditors | 344,600 | 48,534 |
| Amounts owed to group undertakings | 2,418,553 | 594,460 |
| Taxation and social security | (19,472 | ) | 31,617 |
| Other creditors | 391,182 | 122,117 |
| 3,134,863 | 796,728 |
| 12. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
| Group | Company |
| 2024 | 2023 | 2024 | 2023 |
| £ | £ | £ | £ |
| Other creditors | 296,283 | - |
| 13. | RESERVES |
| Group |
| Retained | Other |
| earnings | reserves | Totals |
| £ | £ | £ |
| At 1st January 2024 | (175,117 | ) | - | (175,117 | ) |
| Deficit for the year | (463,906 | ) | (463,906 | ) |
| Parent company funding | - | 2,606,162 | 2,606,162 |
| At 31st December 2024 | (639,023 | ) | 2,606,162 | 1,967,139 |
| Company |
| Retained | Other |
| earnings | reserves | Totals |
| £ | £ | £ |
| At 1st January 2024 | ( |
) | (109,169 | ) |
| Deficit for the year | ( |
) | ( |
) |
| Parent company funding | - | 2,606,162 | 2,606,162 |
| At 31st December 2024 | ( |
) | 2,318,533 |
| Other reserves of £2,606,162 relates to a capital contribution made by SureWerx USA Inc on behalf of SureWerx UK limited for the acquisition of Fall Safe Online. LDA and Fall Safe On Line Training, LDA. |
| SUREWERX UK LIMITED (REGISTERED NUMBER: 12368262) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31ST DECEMBER 2024 |
| 14. | FRC ETHICAL STANDARD - PROVISIONS AVAILABLE FOR SMALL ENTITIES |
| In common with many other businesses of our size and nature we use our auditors to prepare and submit returns to the tax authorities and assist with the preparation of the financial statements. |
| 15. | POST BALANCE SHEET EVENTS |
| After date SureWerx Italy S.R.L made a commitment to purchase an Italian company. |
| 16. | ULTIMATE CONTROLLING PARTY |
| The immediate parent undertaking is Surewerx USA Inc., a company registered in the United States of America. |
| The ultimate controlling party is Partners group, a company registered in Switzerland. |
| 17. | RELATED PARTY TRANSACTIONS |
| The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group. |
| Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements. |
| 18. | VENLO ACQUISITION |
| On 1 August 2024 Surewerx UK Limited acquired the stock, assets and trading activities of the Venlo division which was formally part of Balder optoelektronski elementi in merilna tehnika d.o.o, a company registered in Slovenia. |
| The book values at acquisition were as follows: |
| € |
| Trade debtors | 261,748 |
| Stock | 1,784,690 |
| Trade creditors | (192,333 | ) |
| Other creditors | (38,858 | ) |
| Total | 1,815,247 |
| SUREWERX UK LIMITED (REGISTERED NUMBER: 12368262) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31ST DECEMBER 2024 |
| 19. | SUBSIDIARY ACQUISITIONS |
| On 3 July 2024 SureWerx UK Limited acquired the companies Fall Safe Online, Unipessoal, LDA and Fall Safe On Line Training, Unipessoal, LDA. |
| This acquisition was accounted for under the acquisition method of accounting. |
| The composition of consideration is as follows: |
| € |
| Cash consideration paid by Surewerx USA Inc | 2,078,666 |
| Equity in kind consideration provided by Surewerx USA Inc |
1,000,000 |
| Deferred payment | 350,000 |
| Total | 3,428,666 |
| The book values of Fall Safe On line LDA, and Fall Safe On Line Training LDA at acquisition were as follows: |
| € |
| Goodwill | 1,057,480 |
| Fixed assets | 1,429,059 |
| Current assets | 1,792,874 |
| Current liabilities | (663,008 | ) |
| Non current liabilities | (187,739 | ) |
| Total | 3,428,666 |
| Goodwill amounts to €1,193,398 of which there were adjustments of €125, 448 for net debt true up, (€29,530) for working capital true up and €40,000 provision for debt. |