IRIS Accounts Production v26.2.0.496 10266695 Board of Directors 31.12.25 1.12.24 31.12.25 31.12.25 true true true false true true false false false false false true false iso4217:GBPiso4217:USDiso4217:EURxbrli:sharesxbrli:pureutr:tonnesutr:kWh102666952024-11-30102666952025-12-31102666952024-12-012025-12-31102666952023-11-30102666952023-12-012024-11-30102666952024-11-3010266695ns15:EnglandWales2024-12-012025-12-3110266695ns14:PoundSterling2024-12-012025-12-3110266695ns10:Director12024-12-012025-12-3110266695ns10:Consolidated2025-12-3110266695ns10:ConsolidatedGroupCompanyAccounts2024-12-012025-12-3110266695ns10:PrivateLimitedCompanyLtd2024-12-012025-12-3110266695ns10:FRS102ns10:Consolidated2024-12-012025-12-3110266695ns10:Consolidatedns10:Audited2024-12-012025-12-3110266695ns10:Medium-sizedCompaniesRegimeForDirectorsReport2024-12-012025-12-3110266695ns10:Medium-sizedCompaniesRegimeForAccounts2024-12-012025-12-3110266695ns10:Consolidatedns10:LargeCompaniesRegimeForDirectorsReport2024-12-012025-12-3110266695ns10:Consolidatedns10:LargeCompaniesRegimeForAccounts2024-12-012025-12-3110266695ns10:FullAccounts2024-12-012025-12-3110266695ns5:Subsidiary12024-12-012025-12-3110266695ns5:Subsidiary22024-12-012025-12-3110266695ns5:Subsidiary32024-12-012025-12-3110266695ns10:Consolidated2024-12-012025-12-3110266695ns10:Director32024-12-012025-12-3110266695ns10:Director52024-12-012025-12-3110266695ns10:Director62024-12-012025-12-3110266695ns10:Director72024-12-012025-12-3110266695ns10:RegisteredOffice2024-12-012025-12-3110266695ns10:Director22024-12-012025-12-3110266695ns10:Director42024-12-012025-12-3110266695ns10:Consolidated2023-12-012024-11-3010266695ns5:CurrentFinancialInstruments2025-12-3110266695ns5:CurrentFinancialInstruments2024-11-3010266695ns5:ShareCapital2025-12-3110266695ns5:ShareCapital2024-11-3010266695ns5:SharePremium2025-12-3110266695ns5:SharePremium2024-11-3010266695ns5:RetainedEarningsAccumulatedLosses2025-12-3110266695ns5:RetainedEarningsAccumulatedLosses2024-11-3010266695ns5:ShareCapital2023-11-3010266695ns5:RetainedEarningsAccumulatedLosses2023-11-3010266695ns5:SharePremium2023-11-3010266695ns5:ShareCapital2023-12-012024-11-3010266695ns5:SharePremium2023-12-012024-11-3010266695ns5:RetainedEarningsAccumulatedLosses2023-12-012024-11-3010266695ns5:RetainedEarningsAccumulatedLosses2024-12-012025-12-3110266695ns5:LeaseholdImprovements2024-12-012025-12-3110266695ns5:PlantMachinery2024-12-012025-12-3110266695ns5:FurnitureFittings2024-12-012025-12-3110266695ns5:MotorVehicles2024-12-012025-12-3110266695ns5:ComputerEquipment2024-12-012025-12-3110266695ns5:CostValuation2024-11-30102666951ns5:Subsidiary12024-12-012025-12-3110266695ns5:Subsidiary232024-12-012025-12-31102666955ns5:Subsidiary32024-12-012025-12-3110266695ns5:WithinOneYearns5:CurrentFinancialInstruments2025-12-3110266695ns5:WithinOneYearns5:CurrentFinancialInstruments2024-11-3010266695ns5:RetainedEarningsAccumulatedLosses2024-11-3010266695ns5:SharePremium2024-11-30
REGISTERED NUMBER: 10266695 (England and Wales)















SHD HOLDINGS LIMITED

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD

1 DECEMBER 2024 TO 31 DECEMBER 2025






SHD HOLDINGS LIMITED (REGISTERED NUMBER: 10266695)






CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD 1 DECEMBER 2024 TO 31 DECEMBER 2025




Page

Company Information 1

Group Strategic Report 2 to 4

Report of the Directors 5 to 7

Report of the Independent Auditors 8 to 11

Consolidated Statement of Comprehensive Income 12

Consolidated Other Comprehensive Income 13

Consolidated Statement of Financial Position 14

Company Statement of Financial Position 15

Consolidated Statement of Changes in Equity 16

Company Statement of Changes in Equity 17

Consolidated Statement of Cash Flows 18

Notes to the Consolidated Statement of Cash Flows 19 to 20

Notes to the Consolidated Financial Statements 21 to 35


SHD HOLDINGS LIMITED

COMPANY INFORMATION
FOR THE PERIOD 1 DECEMBER 2024 TO 31 DECEMBER 2025







DIRECTORS: S C Doughty
Mrs J Jackson
N A Blatherwick
A E Doughty
B R Schneider



REGISTERED OFFICE: Unit 4 The Reservation
Sleaford Enterprise Park
Sleaford
Lincolnshire
NG34 7BY



REGISTERED NUMBER: 10266695 (England and Wales)



SENIOR STATUTORY AUDITOR: Rachel Rudkin FCCA



AUDITORS: Duncan & Toplis Audit Limited, Statutory Auditor
18 Northgate
Sleaford
Lincolnshire
NG34 7BJ

SHD HOLDINGS LIMITED (REGISTERED NUMBER: 10266695)

GROUP STRATEGIC REPORT
FOR THE PERIOD 1 DECEMBER 2024 TO 31 DECEMBER 2025

The directors present their strategic report of the company and the group for the period 1 December 2024 to 31 December 2025.

REVIEW OF BUSINESS
SHD Composite Materials Group (SHD Group) businesses supply and service a global customer base from manufacturing sites in the UK, Europe and the USA. SHD Group supply a fully comprehensive range of advanced composite tooling and component prepreg materials, catering for a vast array of applications. SHD Group's in-house formulated resin systems are supplied combined with a range of fabric and uni-directional reinforcements, each tailored to best match customers' specific technical and commercial needs.

SHD Group’s turnover has grown from £45,073,506 in 2024 to £51,373,336 in 2025, an increase of £6,299,830 (14%). Operating profit has decreased slightly from £5,733,412 in 2024 to £5,343,863 in 2025, a decrease of £389,729 (6.8%). The gross profit margin decreased by 0.6% from 33.7% in 2024 to 33.1% in 2025.

Funds have been kept with the SHD Group and the financial strength of SHD Composite Materials Ltd in the UK has supported the formation of SHD Group and its subsidiaries in Europe and the USA without the need for any external investment.

The SHD Group supplies a large customer base across a broad range of industry sectors, including aerospace, defence, high-end automotive, motorsport, sports and leisure, marine and industrial. The fact that the group's service model and technologies read well across many sectors, and as such is not overly exposed to any one single market nor single customer, adds significantly to its financial robustness and potential for growth.

The resilience and flexibility of the SHD Group reflected in a very strong 2025 financial performance. The level of profit has enabled and supported the considerable growth seen throughout the group and ensured stability for our customers and suppliers.

PRINCIPAL RISKS AND UNCERTAINTIES
In November 2025 the SHD Group were acquired by Cambium Biomaterials Inc, a US based company specialising in developing new chemicals and formulations using AI based techniques. This strategic partnership funded by venture capital investment will enable the new Group to grow globally through new product innovation and expansion into new markets and sectors.


SHD HOLDINGS LIMITED (REGISTERED NUMBER: 10266695)

GROUP STRATEGIC REPORT
FOR THE PERIOD 1 DECEMBER 2024 TO 31 DECEMBER 2025

SECTION 172(1) STATEMENT
The directors of the company act in accordance with the duties set out in section 172(1) of the Companies Act 2006 to promote the success of the company for the benefit of its members, and in doing so have regard (amongst other matters) to:

- The likely consequences of any decision in long term
- The interests of the company`s employees
- The need to foster the company`s business relationships with suppliers, customers and others
- The impact of the company`s operation on the community and the environment
- The desirability of the company maintaining a reputation for high standards of the business conduct
- The need to act fairly as between members of the company longevity and stakeholders are at the forefront of the company`s decision making process.

Informed, calculated decisions are made to ensure the long-term future of the business and continued support for its stakeholders. Recognition and maintenance of the symbiotic relationship between suppliers, employees and customers is of paramount importance in the company`s long term objectives.

The group acknowledge that employees play a fundamental role in achieving the long-term goals and maintaining a reputation for high standards.

Employees are provided with training, competitive remuneration and an environment to progress within the business.

The group works closely with suppliers and customers, ensuring focussed relationships and clear lines of communication. This relationship with suppliers and customers assists with delivering positive outcomes for both customers and suppliers and delivering high quality outcomes to customers.

The group appreciates the important role it plays within the local community. We understand the positive impacts of offering long term futures for its employees and the reassurances and benefits this gives within the local community. Every year the company with the help of its employees, take part in charitable events. Community clubs and societies benefit from various sponsorships.

In recent times the company has strived to reduce its carbon footprint. This has seen improvements to improve energy consumption of existing machinery and investment in electric vehicles.

Future projects are being explored to reduce the carbon footprint further, including solar energy.

The group strives towards maintaining high standards. To assist with achieving these goals the company is accredited to AS9100 and are members of Composites UK and Make UK.

Until the end of November 2025 the company was an owner managed business. All members were involved in the key decisions made by the company.

The directors' responsibilities towards shareholders are directly interconnected with their responsibilities towards future shareholders of the company.


SHD HOLDINGS LIMITED (REGISTERED NUMBER: 10266695)

GROUP STRATEGIC REPORT
FOR THE PERIOD 1 DECEMBER 2024 TO 31 DECEMBER 2025

COMPANY DEVELOPMENT AND GROWTH
SHD Group is committed to the very highest level of customer support, quality and leading-edge innovation. Key to the SHD Group strategy is providing its ever-growing international customer base with the benefits derived from a global manufacturing network, combined with local know-how and responsiveness. Embedded within this core strategy is a commitment to maintain the Group’s short production lead-times, to which its customer base has become accustomed and draws significant operational benefit.

Through continual product development, both internally driven and through collaboration with customers the SHD Group has identified key strategic growth areas. These meet the market demand for net zero emissions, sustainability and environment-friendly technologies and resulted in the development of a world-leading range of bio based composite materials. The continued investment in the Technical Centre equipment and capacity has further strengthened our research and development programs and enhanced our technical support capabilities. This facilitates continual product development, both internally driven and through collaboration with customers.

All manufacturing sites are fully AS9100 accredited.

ON BEHALF OF THE BOARD:





Mrs J Jackson - Director


26 August 2026

SHD HOLDINGS LIMITED (REGISTERED NUMBER: 10266695)

REPORT OF THE DIRECTORS
FOR THE PERIOD 1 DECEMBER 2024 TO 31 DECEMBER 2025

The directors present their report with the financial statements of the company and the group for the period 1 December 2024 to 31 December 2025.

PRINCIPAL ACTIVITY
The principal activity of the group in the period under review was that of composite material manufacturing.

DIVIDENDS
The directors recommend that no final dividends be paid.

The total distribution of dividends for the year ended 31 December 2025 will be £1,828,889

In the prior period at the time the dividends were paid the directors were not aware that there would be insufficient profits available for distribution. Additional dividends were paid up from the subsidiaries to increase the amount of profits available for distribution.

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

S C Doughty
Mrs J Jackson
N A Blatherwick

Other changes in directors holding office are as follows:

Mrs H L Doughty - resigned 24 November 2025
N J G Smith - resigned 24 November 2025
A E Doughty - appointed 1 June 2025
B R Schneider - appointed 24 November 2025

POLITICAL DONATIONS AND EXPENDITURE
Donations costs totalled £4,701 (2024: £4,103), none of which were political donations.

STREAMLINED ENERGY AND CARBON REPORTING
In accordance with the Companies (Directors' Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018, SHD Composite Materials Ltd presents its Streamlined Energy and Carbon Reporting disclosure for the financial year ending 30th November 2025.

This is the first financial year in which the Company has been required to report under SECR. Directly comparable prior-year SECR energy figures are therefore not presented.

However, the Company has measured its organisational carbon footprint since 2023. It's 2023/24 footprint was prepared in accordance with the GHG Protocol Corporate Accounting and Reporting Standard and was subject to limited assurance in line with ISO 14064-3. This work established a baseline for monitoring emissions, improving data quality and developing the Company's carbon-reduction strategy.

Energy consumption and greenhouse gas emissions (tCO2e)

Scope Energy consumption (kWh) Emissions (tCO2e) Categories Included

1

254,262.70

62.82
Fugitive emissions, Mobile Combustion and
Stationary Combustion
2 667,570.52 118.16 Electricity
3 29,488.81 7.23 Business Travel
Totals 951,322.03 188.21


SHD HOLDINGS LIMITED (REGISTERED NUMBER: 10266695)

REPORT OF THE DIRECTORS
FOR THE PERIOD 1 DECEMBER 2024 TO 31 DECEMBER 2025

Scope 1 emissions include refrigerant losses of 3.05 tCO2e, for which there is no corresponding energy-consumption value.

Intensity Metrics

Metric Energy intensity (kWh) Carbon intensity (tCO2e)
Per 1m of Revenue 34923.72 6.91
Per employee 10810.48 2.14
Per sq Metre 188 0.04

The intensity metrics were calculated using turnover of £27.24 million, 88 employees and total occupied floorspace of 5063.22m2

Reporting boundary and methodology

The disclosure covers energy consumed by the Company's UK operations during the period 1st December 2024 to 30th November 2025. The organisational boundary has been determined using the operational-control approach and includes purchased electricity, propane used for heating, fuel used in Company controlled vehicles and refrigerant losses.

Scope 3 emissions associated with business mileage in employee-owned vehicles and hire cars have also been included voluntarily to provide a more complete representation of business travel emissions.

Energy consumption data has been obtained from utilities invoices and fuel records. Where complete consumption information was unavailable, reasonable estimate or annualised figures were used. The Company will continue to improve the completeness and accuracy of its energy data.

Emissions (tCO2e) have been calculated in accordance with the GHG Protocol Corporate Standard using the 2025 UK Government GHG conversion factors published by the Department for Energy Security and Net Zero (DESNZ). Purchased electricity emissions have been calculated using the location-based method.

Energy efficiency and carbon reduction activity

In 2023 the company established a carbon-footprinting programme covering Scope 1, Scope 2 and selected Scope 3 emissions. The programme identified opportunities to improve the quality of energy and emissions data and provided a foundation for the Company's carbon-reduction and net-zero planning.

During the reporting year 24/25 the Company continued to strengthen its energy and carbon data collection arrangements and reviewed energy performance across its operations. Energy efficiency measures included the investment in smart Tool-Temp technology for manufacturing equipment, the transition of Company vehicles to electric and hybrid alternatives and the selection of energy efficient leased premises supported by onsite solar generation. Inefficient equipment such as the R&D freezer was replaced with a more energy efficient unit.

The Company is also developing an Environmental Management System aligned with ISO 14001 and a structured carbon-reduction programme. These arrangements will support improved data collection, the prioritisation of energy-efficiency projects and more meaningful year on year performance evaluation.


SHD HOLDINGS LIMITED (REGISTERED NUMBER: 10266695)

REPORT OF THE DIRECTORS
FOR THE PERIOD 1 DECEMBER 2024 TO 31 DECEMBER 2025

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Group Strategic Report, 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;
- state whether applicable accounting standards have been followed, subject to any material departures disclosed
and explained in the financial statements;
- 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 or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

ON BEHALF OF THE BOARD:





Mrs J Jackson - Director


26 August 2026

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
SHD HOLDINGS LIMITED

Opinion
We have audited the financial statements of SHD Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 31 December 2025 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Other Comprehensive Income, Consolidated Statement of Financial Position, Company Statement of Financial Position, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Statement of Cash Flows and Notes to the Consolidated Statement of Cash Flows, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:
-give a true and fair view of the state of the group's and of the parent company affairs as at 31 December 2025 and of the group's profit for the period then ended;
-have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
-have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information
The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the 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.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
SHD HOLDINGS LIMITED


Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
- the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Group Strategic Report and the Report of the Directors 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 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.

Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page seven, 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
SHD HOLDINGS 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:

We have identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial experience, knowledge of the sector, a review of regulatory and legal correspondence and through discussions with Directors and other management obtained as part of the work required by auditing standards. We have also discussed with the Directors and other management the policies and procedures relating to compliance with laws and regulations. We communicated laws and regulations throughout the team and remained alert to any indications of non-compliance throughout the audit.

The potential impact of different laws and regulations varies considerably. Firstly, the group is subject to laws and regulations that directly impact the financial statements (for example financial reporting legislation) and we have assessed the extent of compliance with such laws as part of our financial statements audit.We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including risk of override of controls) and determined that the principal risks were related to management bias in accounting estimates and judgemental areas of the financial statements such as depreciation of tangible fixed assets, as well as the risk of inappropriate journal entries to increase reported profitability. Audit procedures performed by the engagement team included the identification and testing of material and unusual journal entries and challenging management on key accounting estimates, assumptions and judgements made in the preparation of the financial statements. We carried out detailed substantive tests on accounting estimates, including reviewing the methods used by management to make those estimates, re-performing the calculation, and reviewing the outcome of prior year estimates.

Secondly, the group is subject to other laws and regulations where the consequence for non-compliance could have a material effect on the amounts or disclosures in the financial statements. We identified the following areas as those most likely to have such an effect: Health and Safety regulations and Employment laws.

Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the Directors and other management and inspection. This inspection included an assessment of the company's employment and health and safety controls. Through these procedures, if we became aware of any non-compliance, we considered the impact on the procedures performed on the related financial statement items.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. The further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. As with any audit, there is a greater risk of non-detection of irregularities as these may involve collusion, intentional omissions of the override of internal controls. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

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
SHD HOLDINGS 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.




Rachel Rudkin FCCA (Senior Statutory Auditor)
for and on behalf of Duncan & Toplis Audit Limited, Statutory Auditor
18 Northgate
Sleaford
Lincolnshire
NG34 7BJ

15 September 2026

SHD HOLDINGS LIMITED (REGISTERED NUMBER: 10266695)

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD 1 DECEMBER 2024 TO 31 DECEMBER 2025

Period
1.12.24
to Year Ended
31.12.25 30.11.24
Notes £    £   

TURNOVER 3 51,373,336 45,073,506

Cost of sales 34,355,503 29,901,740
GROSS PROFIT 17,017,833 15,171,766

Administrative expenses 11,727,514 9,452,131
5,290,319 5,719,635

Other operating income 53,364 13,777
OPERATING PROFIT 5 5,343,683 5,733,412

Interest receivable and similar income 55,013 41,337
5,398,696 5,774,749

Interest payable and similar expenses 6 54,473 37,589
PROFIT BEFORE TAXATION 5,344,223 5,737,160

Tax on profit 7 1,337,207 1,666,653
PROFIT FOR THE FINANCIAL PERIOD 4,007,016 4,070,507
Profit attributable to:
Owners of the parent 4,007,016 3,870,424
Non-controlling interests - 200,083
4,007,016 4,070,507

SHD HOLDINGS LIMITED (REGISTERED NUMBER: 10266695)

CONSOLIDATED OTHER COMPREHENSIVE INCOME
FOR THE PERIOD 1 DECEMBER 2024 TO 31 DECEMBER 2025

Period
1.12.24
to Year Ended
31.12.25 30.11.24
Notes £    £   

PROFIT FOR THE PERIOD 4,007,016 4,070,507


OTHER COMPREHENSIVE INCOME
Currency translation differences 54,691 (78,857 )
Income tax relating to other comprehensive
income

-

-
OTHER COMPREHENSIVE INCOME FOR THE
PERIOD, NET OF INCOME TAX

54,691

(78,857

)
TOTAL COMPREHENSIVE INCOME FOR THE
PERIOD

4,061,707

3,991,650

Total comprehensive income attributable to:
Owners of the parent 4,061,707 3,791,567
Non-controlling interests - 200,083
4,061,707 3,991,650

SHD HOLDINGS LIMITED (REGISTERED NUMBER: 10266695)

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
31 DECEMBER 2025

2025 2024
Notes £    £    £    £   
FIXED ASSETS
Tangible assets 10 3,551,666 2,909,605
Investments 11 - -
3,551,666 2,909,605

CURRENT ASSETS
Stocks 12 7,995,396 8,891,796
Debtors 13 7,599,941 8,343,716
Cash at bank and in hand 3,211,666 639,181
18,807,003 17,874,693
CREDITORS
Amounts falling due within one year 14 6,713,138 7,560,810
NET CURRENT ASSETS 12,093,865 10,313,883
TOTAL ASSETS LESS CURRENT LIABILITIES 15,645,531 13,223,488

CREDITORS
Amounts falling due after more than one
year

15

(40,276

)

(58,009

)

PROVISIONS FOR LIABILITIES 20 (672,800 ) (465,842 )
NET ASSETS 14,932,455 12,699,637

CAPITAL AND RESERVES
Called up share capital 21 210 210
Retained earnings 22 14,932,245 12,699,427
SHAREHOLDERS' FUNDS 14,932,455 12,699,637

The financial statements were approved by the Board of Directors and authorised for issue on 26 August 2026 and were signed on its behalf by:





Mrs J Jackson - Director


SHD HOLDINGS LIMITED (REGISTERED NUMBER: 10266695)

COMPANY STATEMENT OF FINANCIAL POSITION
31 DECEMBER 2025

2025 2024
Notes £    £    £    £   
FIXED ASSETS
Tangible assets 10 - -
Investments 11 1,810,475 1,810,475
1,810,475 1,810,475

CURRENT ASSETS
Debtors 13 86,693 281,743
Cash at bank 298,798 7,865
385,491 289,608
CREDITORS
Amounts falling due within one year 14 365,465 905,971
NET CURRENT ASSETS/(LIABILITIES) 20,026 (616,363 )
TOTAL ASSETS LESS CURRENT LIABILITIES 1,830,501 1,194,112

CAPITAL AND RESERVES
Called up share capital 21 210 210
Merger reserve 22 1,808,877 1,808,877
Retained earnings 22 21,414 (614,975 )
SHAREHOLDERS' FUNDS 1,830,501 1,194,112

Company's profit for the financial year 2,465,278 911,297

The financial statements were approved by the Board of Directors and authorised for issue on 26 August 2026 and were signed on its behalf by:





Mrs J Jackson - Director


SHD HOLDINGS LIMITED (REGISTERED NUMBER: 10266695)

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD 1 DECEMBER 2024 TO 31 DECEMBER 2025

Called up
share Retained Non-controlling Total
capital earnings Total interests equity
£    £    £    £    £   
Balance at 1 December 2023 204 9,957,158 9,957,362 370,695 10,328,057

Changes in equity
Issue of share capital 6 - 6 - 6
Dividends - (1,619,726 ) (1,619,726 ) - (1,619,726 )
Total comprehensive income - 4,361,995 4,361,995 200,083 4,562,078
210 12,699,427 12,699,637 570,778 13,270,415
Acquisition of non-controlling
interest

-

-

-

(570,778

)

(570,778

)
Balance at 30 November 2024 210 12,699,427 12,699,637 - 12,699,637

Changes in equity
Dividends - (1,828,889 ) (1,828,889 ) - (1,828,889 )
Total comprehensive income - 4,061,707 4,061,707 - 4,061,707
Balance at 31 December 2025 210 14,932,245 14,932,455 - 14,932,455

SHD HOLDINGS LIMITED (REGISTERED NUMBER: 10266695)

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD 1 DECEMBER 2024 TO 31 DECEMBER 2025

Called up
share Retained Merger Total
capital earnings reserve equity
£    £    £    £   
Balance at 1 December 2023 204 37,128 1,808,877 1,846,209

Changes in equity
Issue of share capital 6 - - 6
Dividends - (1,563,400 ) - (1,563,400 )
Total comprehensive income - 911,297 - 911,297
Balance at 30 November 2024 210 (614,975 ) 1,808,877 1,194,112

Changes in equity
Dividends - (1,828,889 ) - (1,828,889 )
Total comprehensive income - 2,465,278 - 2,465,278
Balance at 31 December 2025 210 21,414 1,808,877 1,830,501

SHD HOLDINGS LIMITED (REGISTERED NUMBER: 10266695)

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD 1 DECEMBER 2024 TO 31 DECEMBER 2025

Period
1.12.24
to Year Ended
31.12.25 30.11.24
Notes £    £   
Cash flows from operating activities
Cash generated from operations 1 7,677,995 3,840,887
Interest paid (47,217 ) (28,969 )
Interest element of hire purchase and
finance lease rental payments paid

(7,256

)

(8,620

)
Tax paid (1,207,688 ) (1,483,195 )
Net cash from operating activities 6,415,834 2,320,103

Cash flows from investing activities
Purchase of tangible fixed assets (1,173,866 ) (958,740 )
Sale of tangible fixed assets 22,055 9,256
Interest received 55,013 8,652
Government Grants 35,493 (2,699 )
Net cash from investing activities (1,061,305 ) (943,531 )

Cash flows from financing activities
HP repayments in year (59,704 ) (54,231 )
Amount introduced by directors - 30
Amount withdrawn by directors (978 ) (505 )
Equity dividends paid (1,828,889 ) (1,619,726 )
Net cash from financing activities (1,889,571 ) (1,674,432 )

Increase/(decrease) in cash and cash equivalents 3,464,958 (297,860 )
Cash and cash equivalents at beginning of
period

2

(351,082

)

(53,222

)

Cash and cash equivalents at end of period 2 3,113,876 (351,082 )

SHD HOLDINGS LIMITED (REGISTERED NUMBER: 10266695)

NOTES TO THE CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD 1 DECEMBER 2024 TO 31 DECEMBER 2025

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

Period
1.12.24
to Year Ended
31.12.25 30.11.24
£    £   
Profit before taxation 5,344,223 5,737,160
Depreciation charges 498,796 411,550
Loss on disposal of fixed assets 10,954 5,458
Unrealised foreign exchange movements 54,690 (56,639 )
Government grants (50,653 ) (13,777 )
Finance costs 54,473 37,589
Finance income (55,013 ) (41,337 )
5,857,470 6,080,004
Decrease/(increase) in stocks 896,398 (1,839,830 )
Decrease/(increase) in trade and other debtors 747,548 (377,180 )
Increase/(decrease) in trade and other creditors 176,579 (22,107 )
Cash generated from operations 7,677,995 3,840,887

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts:

Period ended 31 December 2025
31.12.25 1.12.24
£    £   
Cash and cash equivalents 3,211,666 639,181
Invoice financing and bank overdrafts (97,790 ) (990,263 )
3,113,876 (351,082 )
Year ended 30 November 2024
30.11.24 1.12.23
£    £   
Cash and cash equivalents 639,181 1,074,588
Invoice financing and bank overdrafts (990,263 ) (1,127,810 )
(351,082 ) (53,222 )


SHD HOLDINGS LIMITED (REGISTERED NUMBER: 10266695)

NOTES TO THE CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD 1 DECEMBER 2024 TO 31 DECEMBER 2025

3. ANALYSIS OF CHANGES IN NET (DEBT)/FUNDS

At 1.12.24 Cash flow At 31.12.25
£    £    £   
Net cash
Cash at bank and in hand 639,181 2,572,485 3,211,666
Invoice financing and
bank overdrafts (990,263 ) 892,473 (97,790 )
(351,082 ) 3,464,958 3,113,876
Debt
Hire purchase and finance leases (127,124 ) 59,704 (67,420 )
(127,124 ) 59,704 (67,420 )
Total (478,206 ) 3,524,662 3,046,456

SHD HOLDINGS LIMITED (REGISTERED NUMBER: 10266695)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD 1 DECEMBER 2024 TO 31 DECEMBER 2025

1. STATUTORY INFORMATION

SHD Holdings Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

The presentation currency of the financial statements is the Pound Sterling (£).


2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Basis of consolidation
The Group accounts have been prepared on the basis that full disclosure has been made of subsidiary
company figures. Subsidiary figures are fully included within these financial statements with allowance for any
consolidation adjustments.

Turnover
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. Revenue is recognised upon despatch.

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter.
Improvements to property - 10% on cost
Plant and machinery - 20% on cost and 15% on reducing balance
Fixtures and fittings - 20% on cost and 15% on reducing balance
Motor vehicles - 25% on reducing balance
Computer equipment - 50% on cost, 25% on reducing balance and 25% on cost

Tangible fixed assets are stated at cost (or deemed cost) or valuation less accumulated depreciation and accumulated impairment losses. Cost includes costs directly attributable to making the asset capable of operating as intended.

Stocks
Stocks are valued at the lower of costs and fair value less costs to complete and sell after making allowance for obsolete and slow moving items.

Stocks are accounted for on a first-in first-out basis.

Taxation
Taxation for the period comprises current and deferred tax. Tax is recognised in the Consolidated Statement of Comprehensive Income, 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.


SHD HOLDINGS LIMITED (REGISTERED NUMBER: 10266695)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE PERIOD 1 DECEMBER 2024 TO 31 DECEMBER 2025

2. 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 period 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 currencies
Transactions expressed in foreign currencies are initially recorded at the rate ruling at the date of the transaction.

Monetary assets and liabilities denominated in foreign currencies are retranslated at the rate of exchange ruling at the period end reporting date.

All differences are taken to the income statement.

Hire purchase and leasing commitments
Assets obtained under hire purchase contracts or finance leases are capitalised in the consolidated statement of financial position. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is the shorter.

The interest element of these obligations is charged to the consolidated statement of comprehensive income over the relevant period. The capital element of the future payments is treated as a liability. Rentals paid under operating leases are charged to consolidated statement of comprehensive income on a straight line basis over the period of the lease.

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.

SHD HOLDINGS LIMITED (REGISTERED NUMBER: 10266695)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE PERIOD 1 DECEMBER 2024 TO 31 DECEMBER 2025

2. ACCOUNTING POLICIES - continued

Financial instruments
The group has adopted the Sections 11 and 12 of FRS 102 in respect of financial instruments.

Basic financial assets, including trade and other debtors and cash and bank balances are initially recognised at transaction price, 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.

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset's original effective interest rate. The impairment loss is recognised in profit or loss.

Basic financial liabilities, including trade and other creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest.

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

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

Government grants
Revenue grants are recognised as income in the profit and loss account over the period necessary to match them with the related costs that they are intended to compensate the company for.

Capital grants are deferred in the period the asset is acquired. The deferred grants are then released against the useful economic lives of the assets. In this way the benefit of the grant is spread over the full expected useful life of the asset.

Critical accounting judgements and estimation uncertainty
Due to the relatively straightforward nature of the group and its operations, there are not believed to be any significant estimates or accounting judgements applied in the preparation of these financial statements.

Investments in subsidiaries
Investments in subsidiary undertakings are recognised at cost.

SHD HOLDINGS LIMITED (REGISTERED NUMBER: 10266695)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE PERIOD 1 DECEMBER 2024 TO 31 DECEMBER 2025

3. TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the group.

An analysis of turnover by geographical market is given below:

Period
1.12.24
to Year Ended
31.12.25 30.11.24
£    £   
United Kingdom 24,252,074 20,062,632
Europe 10,717,197 11,007,002
United States of America 14,736,479 12,160,173
Asia 1,374,333 1,422,218
Oceania 293,253 421,481
51,373,336 45,073,506

4. EMPLOYEES AND DIRECTORS
Period
1.12.24
to Year Ended
31.12.25 30.11.24
£    £   
Wages and salaries 8,871,047 7,072,284
Social security costs 671,436 406,292
Other pension costs 450,856 318,489
9,993,339 7,797,065

The average number of employees during the period was as follows:
Period
1.12.24
to Year Ended
31.12.25 30.11.24

Production 62 64
Sales, research and administration 85 73
147 137

The average number of employees by undertakings that were proportionately consolidated during the period was 147 (2024 - 137 ) .

Period
1.12.24
to Year Ended
31.12.25 30.11.24
£    £   
Directors' remuneration 1,665,193 909,559
Directors' pension contributions to money purchase schemes 119,170 101,000

SHD HOLDINGS LIMITED (REGISTERED NUMBER: 10266695)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE PERIOD 1 DECEMBER 2024 TO 31 DECEMBER 2025

4. EMPLOYEES AND DIRECTORS - continued

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes 5 4

Information regarding the highest paid director is as follows:
Period
1.12.24
to Year Ended
31.12.25 30.11.24
£    £   
Emoluments etc 228,982 43,965

5. OPERATING PROFIT

The operating profit is stated after charging:

2025 2024
£ £
Hire of plant and machinery 254,985 519,731
Depreciation 498,796 411,550
Loss on disposal of fixed assets 10,954 5,458
Auditors' remuneration 31,222 39,350
Foreign exchange differences (39,992) (98,666)

6. INTEREST PAYABLE AND SIMILAR EXPENSES
Period
1.12.24
to Year Ended
31.12.25 30.11.24
£    £   
Bank interest 3,602 860
Bank loan interest 43,544 28,109
VAT interest 71 -
Hire purchase interest 7,256 8,620
54,473 37,589

SHD HOLDINGS LIMITED (REGISTERED NUMBER: 10266695)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE PERIOD 1 DECEMBER 2024 TO 31 DECEMBER 2025

7. TAXATION

Analysis of the tax charge
The tax charge on the profit for the period was as follows:
Period
1.12.24
to Year Ended
31.12.25 30.11.24
£    £   
Current tax:
UK corporation tax 1,241,675 1,560,228
Adjustment re previous years (126,831 ) -
Other tax 15,406 11,642
Total current tax 1,130,250 1,571,870

Deferred tax 206,957 94,783
Tax on profit 1,337,207 1,666,653

Reconciliation of total tax charge included in profit and loss
The tax assessed for the period is higher than the standard rate of corporation tax in the UK. The difference is explained below:

Period
1.12.24
to Year Ended
31.12.25 30.11.24
£    £   
Profit before tax 5,344,223 5,737,160
Profit multiplied by the standard rate of corporation tax in the UK of 25 %
(2024 - 25 %)

1,336,056

1,434,290

Effects of:
Expenses not deductible for tax purposes 205,642 171,886
Capital allowances in excess of depreciation (151,401 ) (112,765 )
Deferred tax movement 206,957 106,425
reclaim
Adjustments for overseas taxes (32,993 ) 66,817
Adjustment in prior year (126,831 ) -
R&D enhanced expenditure (100,223 ) -
Total tax charge 1,337,207 1,666,653

Tax effects relating to effects of other comprehensive income

1.12.24 to 31.12.25
Gross Tax Net
£    £    £   
Currency translation differences 54,691 - 54,691


SHD HOLDINGS LIMITED (REGISTERED NUMBER: 10266695)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE PERIOD 1 DECEMBER 2024 TO 31 DECEMBER 2025

7. TAXATION - continued
2024
Gross Tax Net
£    £    £   
Currency translation differences (78,857 ) - (78,857 )
Acquisition of Non-Controlling Interest 570,428 - 570,428
491,571 - 491,571

8. INDIVIDUAL STATEMENT OF COMPREHENSIVE INCOME

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.


9. DIVIDENDS

2025 2024
£ £
A shares of £0.01 each
Interim 661,295 751,771
B shares of £1 each
Interim 314,579 327,600
C shares of £0.01 each
Interim 66,873 70,326
D shares of £0.01 each
Interim 90,674 464,559
E shares of £0.01 each
Interim 39,218 5,470
G shares of £0.01 each
Interim 656,250 -
1,828,889 1,619,726

SHD HOLDINGS LIMITED (REGISTERED NUMBER: 10266695)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE PERIOD 1 DECEMBER 2024 TO 31 DECEMBER 2025

10. TANGIBLE FIXED ASSETS

Group
Improvements Fixtures
to Plant and and
property machinery fittings
£    £    £   
COST
At 1 December 2024 242,946 4,104,802 107,306
Additions 82,572 757,013 3,394
Disposals - (23,143 ) (21,434 )
At 31 December 2025 325,518 4,838,672 89,266
DEPRECIATION
At 1 December 2024 111,925 1,642,210 52,711
Charge for period 25,698 395,538 8,128
Eliminated on disposal - (822 ) (12,127 )
At 31 December 2025 137,623 2,036,926 48,712
NET BOOK VALUE
At 31 December 2025 187,895 2,801,746 40,554
At 30 November 2024 131,021 2,462,592 54,595

Motor Computer
vehicles equipment Totals
£    £    £   
COST
At 1 December 2024 189,003 296,008 4,940,065
Additions - 330,887 1,173,866
Disposals - (3,687 ) (48,264 )
At 31 December 2025 189,003 623,208 6,065,667
DEPRECIATION
At 1 December 2024 71,343 152,271 2,030,460
Charge for period 27,989 41,443 498,796
Eliminated on disposal - (2,306 ) (15,255 )
At 31 December 2025 99,332 191,408 2,514,001
NET BOOK VALUE
At 31 December 2025 89,671 431,800 3,551,666
At 30 November 2024 117,660 143,737 2,909,605

The net book value of tangible fixed assets includes £ 133,679 (2024 - £ 161,119 ) in respect of assets held under hire purchase contracts and finance leases.

SHD HOLDINGS LIMITED (REGISTERED NUMBER: 10266695)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE PERIOD 1 DECEMBER 2024 TO 31 DECEMBER 2025

11. FIXED ASSET INVESTMENTS

Company
Shares in
group
undertakings
£   
COST
At 1 December 2024
and 31 December 2025 1,810,475
NET BOOK VALUE
At 31 December 2025 1,810,475
At 30 November 2024 1,810,475

The group or the company's investments at the Statement of Financial Position date in the share capital of companies include the following:

Subsidiaries

SHD Composite Materials Limited
Registered office: England and Wales
Nature of business: Carbon Fibre Impregnation
%
Class of shares: holding
Ordinary shares 100.00

SHD Composite Materials (USA) Limited
Registered office: England and Wales
Nature of business: Holding company
%
Class of shares: holding
C shares 100.00

SHD Engineering Limited
Registered office: England and Wales
Nature of business: Manufacturing and Engineering
%
Class of shares: holding
Ordinary 100.00

SHD Composite Materials Inc
Registered office: United States of America
Nature of business: Carbon Fibre Impregnation
%
Class of shares: holding
Ordinary 100.00

SHD Composite Materials Europe d.o.o
Registered office: Slovenia
Nature of business: Carbon Fibre Impregnation
%
Class of shares: holding
Ordinary 100.00

SHD HOLDINGS LIMITED (REGISTERED NUMBER: 10266695)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE PERIOD 1 DECEMBER 2024 TO 31 DECEMBER 2025

11. FIXED ASSET INVESTMENTS - continued


Subsidiary audit exemptions

The below subsidiaries are exempt from the requirements of the Companies Act 2006 relating to the audit of accounts under section 479A of the Companies Act 2006.

SHD Engineering Ltd
SHD Composite Materials (USA) Ltd

The below subsidiaries are exempt from the requirements of an audit in their respective countries.

SHD Composite Materials Europe d.o.o
SHD Composite Materials Inc

12. STOCKS

Group
2025 2024
£    £   
Raw materials 7,073,851 7,886,460
Work-in-progress 9,795 -
Finished goods 911,750 1,005,336
7,995,396 8,891,796

13. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2025 2024 2025 2024
£    £    £    £   
Trade debtors 6,936,355 7,612,962 - -
Other debtors 80,756 250,130 65,884 234,429
VAT - - 20,809 47,314
Prepayments and accrued income 582,830 480,624 - -
7,599,941 8,343,716 86,693 281,743

An invoice discounting arrangement of (£435,411) (2024: £990,263) has been raised against the above debtors at the period end.

SHD HOLDINGS LIMITED (REGISTERED NUMBER: 10266695)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE PERIOD 1 DECEMBER 2024 TO 31 DECEMBER 2025

14. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2025 2024 2025 2024
£    £    £    £   
Invoice financing and bank overdrafts
(see note 16) 97,790 990,263 - -
Hire purchase contracts and finance leases (see note 17)
27,144

69,115

-

-
Trade creditors 3,705,097 4,193,415 - 4,825
Amounts owed to group undertakings - - 350,966 885,004
Taxation 487,409 564,847 - -
Other taxes and social security 286,835 84,140 - -
VAT 819,189 308,939 - -
Other creditors 148,426 204,875 - 217
Directors' loan accounts - 978 - 978
Accrued expenses 1,063,337 1,051,167 14,499 14,947
Deferred government grants 77,911 93,071 - -
6,713,138 7,560,810 365,465 905,971

Held within invoice financing and bank overdrafts is £97,790 (2024: £990,263) of invoice financing arrangements and £Nil (2024: £Nil) of bank overdrafts.

15. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

Group
2025 2024
£    £   
Hire purchase contracts and finance leases (see note 17)
40,276

58,009

16. LOANS

An analysis of the maturity of loans is given below:

Group
2025 2024
£    £   
Amounts falling due within one year or on demand:
Invoice financing and bank overdrafts 97,790 990,263

SHD HOLDINGS LIMITED (REGISTERED NUMBER: 10266695)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE PERIOD 1 DECEMBER 2024 TO 31 DECEMBER 2025

17. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group
Hire purchase contracts Finance leases
2025 2024 2025 2024
£    £    £    £   
Net obligations repayable:
Within one year 16,741 59,664 10,403 9,451
Between one and five years 15,500 22,000 24,776 36,009
32,241 81,664 35,179 45,460

18. SECURED DEBTS

The following secured debts are included within creditors:

Group
2025 2024
£    £   
Hire purchase contracts and finance leases 67,420 127,124
Invoice financing 97,790 990,263
165,210 1,117,387

The invoice financing RBSIF and RBSIF Euro accounts are secured against the trade debtors.

Hire purchase contracts and finance leases are secured against the assets to which they relate.

19. FINANCIAL INSTRUMENTS

The group has the following financial instruments:

2025 2024
£ £
Financial assets that are debt instruments measured at amortised cost
Trade debtors 6,936,355 7,612,962
Other debtors 80,756 250,130
Financial liabilities measured at amortised cost
Invoice discounting facility (435,411 ) 990,263
Bank overdraft - -
Trade creditors 3,705,097 4,193,414
Taxation 487,409 564,847
Other taxes and social security 286,835 84,140
Other creditors 148,426 204,875

There is no interest income or expense for financial assets and liabilities that are not measured at fair value through profit and loss.

SHD HOLDINGS LIMITED (REGISTERED NUMBER: 10266695)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE PERIOD 1 DECEMBER 2024 TO 31 DECEMBER 2025

20. PROVISIONS FOR LIABILITIES

Group
2025 2024
£    £   
Deferred tax
Accelerated capital allowances 672,800 465,842

Group
Deferred
tax
£   
Balance at 1 December 2024 465,842
Accelerated capital allowance 206,958
Balance at 31 December 2025 672,800

21. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2025 2024
value: £ £
8,900 A £0.01 89 89
100 B £1 100 100
900 C £0.01 9 9
624 D £0.01 6 6
70 E £0.01 1 1
101 F £0.01 1 1
395 G £0.01 4 4
210 210

22. RESERVES

Group
Retained
earnings
£   

At 1 December 2024 12,699,427
Profit for the period 4,007,016
Dividends (1,828,889 )
Currency translation 54,691
At 31 December 2025 14,932,245

SHD HOLDINGS LIMITED (REGISTERED NUMBER: 10266695)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE PERIOD 1 DECEMBER 2024 TO 31 DECEMBER 2025

22. RESERVES - continued

Company
Retained Merger
earnings reserve Totals
£    £    £   

At 1 December 2024 (614,975 ) 1,808,877 1,193,902
Profit for the period 2,465,278 2,465,278
Dividends (1,828,889 ) (1,828,889 )
At 31 December 2025 21,414 1,808,877 1,830,291

The reserves relate to the retained earnings for the group in their entirety.

23. NON-CONTROLLING INTERESTS

The non-controlling interest in 2024 of £200,083 represents a 25% holding in the reserves of SHD Composite Materials (USA) Limited, SHD Composite Materials Inc and SHD Engineering Limited. During the year ended 30 November 2024, the 25% non-controlling interest holding in SHD Composite Materials (USA) Limited and SHD Engineering Limited was acquired by the group.

In the year ended 30 November 2024, dividends of £45,000 were paid to the non-controlling shareholders in SHD Composite Materials Inc. No dividends were paid to the non-controlling shareholders in SHD Engineering Limited or SHD Composite Materials(USA) Limited.

24. OTHER FINANCIAL COMMITMENTS

The company has the following commitments due as follows:

2025 2024
£ £
Due in less than one year 583,297 386,995
Due between one and two years 386,649 193,594
Due between two and five years 366,142 170,183
1,336,088 750,772

25. RELATED PARTY DISCLOSURES

The group 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 balances within the subsidiaries' financial statements.

Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

Entities over which the entity has control, joint control or significant influence
2025 2024
£    £   
Sales - 33,932
Dividend received - 135,000

SHD HOLDINGS LIMITED (REGISTERED NUMBER: 10266695)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE PERIOD 1 DECEMBER 2024 TO 31 DECEMBER 2025

25. RELATED PARTY DISCLOSURES - continued

On 24 July 2024, the company purchased the remaining 25% shareholding in SHD Engineering Limited and SHD Composite Materials (USA) Limited and therefore at the year end has taken the exemption to disclose transactions with wholly owned related parties. The transactions noted above were incurred prior to the date of acquisition. As all related parties were wholly owned for the entire period ended 31 December 2025, all transactions are exempt from disclosure.

Key management personnel of the entity or its parent (in the aggregate)
2025 2024
£    £   
Amount due to related party - 978

The above relate to the directors' loan accounts which are unsecured, interest free and repayable on demand.

During the period, a total of key management personnel compensation of £ 1,665,193 (2024 - £ 909,559 ) was paid.

26. ULTIMATE CONTROLLING PARTY

The immediate parent company of SHD Holdings Limited is Cambium Biomaterials Inc, a company registered in the United States of America.

The Directors consider there to be no ultimate controlling party due to the distribution of shareholdings in Cambium Biomaterials Inc.