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REGISTERED NUMBER: 02665353 (England and Wales)




















Strategic Report, Report of the Directors and

Financial Statements

for the Year Ended 31 October 2024

for

Megasteel Ltd

Megasteel Ltd (Registered number: 02665353)






Contents of the Financial Statements
for the Year Ended 31 October 2024




Page

Company Information 1

Strategic Report 2

Report of the Directors 5

Report of the Independent Auditors 7

Statement of Comprehensive Income 10

Balance Sheet 11

Statement of Changes in Equity 12

Notes to the Financial Statements 13


Megasteel Ltd

Company Information
for the Year Ended 31 October 2024







DIRECTORS: N G Roberts
Mrs B B Roberts
Ms C S Roberts
Ms M A Roberts
L E Roberts





SECRETARY: N G Roberts





REGISTERED OFFICE: The Old Byre Rodbourne Rail Farm
Grange Lane
Malmesbury
Wiltshire
SN16 0ES





REGISTERED NUMBER: 02665353 (England and Wales)

Megasteel Ltd (Registered number: 02665353)

Strategic Report
for the Year Ended 31 October 2024


REVIEW OF BUSINESS
The Directors are delighted to present Megasteel Ltd strategic report for the fiscal year ending 31 October 2024.

1. Business Overview

Megasteel Ltd remains the leading supplier of prestressing wire and strand in the UK. Our principal business activity is the distribution of these essential components for the manufacture of prestressed concrete and post-tensioned structures. As in previous years, we continue to supply a wide range of customers, from large multinational corporations to smaller, independent businesses. In addition to our core business, we also own and manage a significant 44,000 square foot warehouse in Ipswich, which has become an important asset to both Megasteel and our joint ventures.

2. Financial Performance

This year, Megasteel Ltd has seen a reduction in both sales and profits. Our total sales for the year amounted to £12.2 million, a decrease from £18.3 million in the previous year. Profit before tax and dividends were £1.5 million, compared to £4.2 million profit in the previous year. The decline in sales can be linked directly to ongoing challenges in the UK housing market. Economic pressures, such as higher mortgage rates and reduced consumer purchasing power, have severely impacted the housing sector, which traditionally drives demand for construction materials like prestressed concrete. Consequently, demand for our products has also been affected.

3. Market Outlook, Housing Sector Impact, and Housing Start Forecast

We project housing starts in the UK to remain constrained in 2024, with our forecast of only about 130,000 new housing starts in the year (compared to 150,000 starts in 2023). This is significantly below the previous government's target of 300,000 new homes annually and reflects the ongoing challenges in the housing market due to high mortgage rates, inflation, and economic uncertainty. These factors continue to dampen consumer confidence and slow down the housing market, which is a primary driver of demand for prestressed concrete and related materials.

Although the new government under Labour's Keir Starmer has pledged significant housing investments, we remain cautious about their ability to meet growth targets. The continued high tax burden brought about in the Autum 2024 budget and broader economic challenges are likely to hinder growth, although Megasteel is well-positioned due to its financial resilience.

Looking further ahead, we expect housing starts to show a steady recovery over the next few years. For 2025, we forecast around 150,000 housing starts, an improvement from 2024 but still well below the new government's ambitious targets. We anticipate housing starts will rise gradually, reaching 179,000 by 2026 and 199,000 by 2027. These projections highlight an expected recovery, but they still fall well short of the UK government's 1.5 million homes target for their five-year term, which averages out to 300,000 homes per year.

These projections reflect an ongoing, gradual improvement in the housing market, although the pace of recovery is likely to be slower than the government's target. The challenge of meeting housing demand remains a significant issue, and we remain cautious yet optimistic about the medium-term outlook for the sector.

4. Warehouse Operations and Business Development

Our warehouse in Ipswich has continued to operate efficiently throughout the year. This facility has proven invaluable in supporting the early stages of Megasteel Ropes Ltd, our joint venture with Varuna Holdings Limited though our holding company Engineering Acquisitions Ltd. The warehouse has also expanded its external customer base, including businesses in the plastics and sports and recreation sectors, which now use the warehouse for storage on a fee basis.

The Megasteel Ropes Ltd products are stored free of charge for the time being while they establish themselves in the market. We anticipate charging these storage fees once Megasteel Ropes Ltd is more firmly established, possibly within the next year or more.

5. Corporate Restructuring

In line with our growth strategy, we have restructured the business into a holding company, Capital27 Ltd. Under this new structure, Engineering Acquisitions Ltd now controls Megasteel Ltd, Sweetnam and Bradley Ltd, and Megasteel Ropes Ltd. This restructuring allows for greater flexibility and a sharper focus on organic growth across the group, with an emphasis on leveraging synergies and enhancing operational efficiency within each of the businesses.


Megasteel Ltd (Registered number: 02665353)

Strategic Report
for the Year Ended 31 October 2024

6. Supplier and Customer Relationships

We have continued to deepen our relationships with key suppliers around the world, ensuring a reliable and efficient supply chain. Additionally, we have maintained close relationships with our UK customers, many of whom are long-standing partners. We believe that our share of the UK market has remained stable despite the challenging market conditions, which is a testament to the strength and resilience of our customer base and our continued focus on customer satisfaction.

7. Corporate Resilience and Cash Reserves

Megasteel Ltd remains a resilient business with significant cash reserves and no debt. This strong financial position allows us to navigate both favourable and adverse market conditions with agility. Our significant cash reserves provide us with the ability to reinvest in the business, expand operations, and seize new opportunities in times of growth. In more challenging times, these reserves offer the resilience needed to withstand external shocks, ensuring our stability.
With no debt and robust cash flow, Megasteel Ltd is in an enviable position to not only survive but thrive, regardless of market fluctuations. This financial strength positions us to weather difficult periods while continuing to deliver for our customers and partners.

8. Conclusion

Megasteel Ltd remains committed to operational excellence, innovation, and growth. Despite the challenges of the past year, we are confident that our strategic initiatives will allow us to navigate the current economic environment and emerge stronger in the years to come. We continue to prioritize customer satisfaction, financial prudence, and organic growth as we build a solid foundation for long-term success.


Megasteel Ltd (Registered number: 02665353)

Strategic Report
for the Year Ended 31 October 2024

PRINCIPAL RISKS AND UNCERTAINTIES
The directors continually review the principal risks and uncertainties that the company faces, or may potentially face, to ensure appropriate measures are in place to mitigate these challenges. The company's strong and liquid balance sheet positions us well to navigate such risks effectively.

Credit Risk:
One of the primary risks we face is extending credit to our customers. To mitigate this, we have implemented a well-managed and proactive credit control policy. Customer payment performance is monitored monthly, and overdue accounts are promptly followed up to identify the cause of delays. In cases where payments are late, further credit is not extended without a clear understanding of the situation, with decisions made at the director level. Our robust approach to credit control has resulted in an excellent track record of managing bad debts over many years, demonstrating the effectiveness of our policies in safeguarding the company's financial health.

Market and Economic Risks:
The company is exposed to risks arising from changes in market conditions, such as fluctuations in demand, competition, or economic downturns. To mitigate these risks, we regularly monitor market trends and maintain close relationships with our customers and suppliers. Additionally, we aim to diversify our customer base to reduce reliance on any single sector or market.

Supply Chain Risks:
Disruptions in the supply chain, including delays or shortages of critical materials, could impact our ability to meet customer requirements. To address this, we maintain strong relationships with a diverse network of suppliers and regularly assess supplier reliability and performance. We also hold strategic reserves of prestressing wire and strand, the main product that we sell, to minimise the impact of potential disruptions.

Exchange Rate Risks:
We also have the potential for exchange rate risks. However, most of what we sell is in GBP, and we aim to buy all of our prestressing wire and strand from suppliers in GBP. Only a very small proportion of the products we purchase is in other currencies, and therefore the risk is considered very low.

Management Risk:
The company recognises the critical role of key employees in the business, particularly the CEO, Nigel Roberts, who has been the sole founder and successfully led the company for 35 years. While he has no plans to retire, we recognise the importance of mitigating risks associated with reliance on a single individual. To address this, we have a fantastic sales office team and warehouse team, and we plan to strengthen the management structure over the next 12 months to ensure continuity and resilience in leadership.

ON BEHALF OF THE BOARD:





N G Roberts - Director


7 February 2025

Megasteel Ltd (Registered number: 02665353)

Report of the Directors
for the Year Ended 31 October 2024

The directors present their report with the financial statements of the company for the year ended 31 October 2024.

PRINCIPAL ACTIVITY
The principal activity of the company in the year under review was that of steel buyers and sellers.

DIVIDENDS
No dividends will be distributed for the year ended 31 October 2024 (2023 - £3,000,000).

DIRECTORS
The directors shown below have held office during the whole of the period from 1 November 2023 to the date of this report.

N G Roberts
Mrs B B Roberts
Ms C S Roberts
Ms M A Roberts
L E Roberts

FINANCIAL INSTRUMENTS
The company holds or issues financial instruments in order to achieve two main objectives, being:
- to finance its operations;
- to manage its exposure to interest risks arising from its operations and its source of finance;
- for trading purposes

In addition, various financial instruments (e.g. trade debtors, trade creditors, accruals and prepayments) arise directly from the company's operations.

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the 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 of the profit or loss of the company 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 transactions and disclose with reasonable accuracy at any time the financial position of the company 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 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 company'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 company's auditors are aware of that information.

Megasteel Ltd (Registered number: 02665353)

Report of the Directors
for the Year Ended 31 October 2024


AUDITORS
The auditors, Sumer Auditco Ltd, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:





N G Roberts - Director


7 February 2025

Report of the Independent Auditors to the Members of
Megasteel Ltd

Opinion
We have audited the financial statements of Megasteel Ltd (the 'company') for the year ended 31 October 2024 which comprise the Statement of Comprehensive Income, Balance Sheet, 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 101 'Reduced Disclosure Framework' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:
-give a true and fair view of the state of the company's affairs as at 31 October 2024 and of its profit for the year then ended;
-have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
-have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company 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 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 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.

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 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 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 company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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, or returns adequate for our audit have not been received from branches not visited by us; or
- the 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.

Report of the Independent Auditors to the Members of
Megasteel Ltd


Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page five, 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 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 company or to cease operations, or have no realistic alternative but to do so.

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.

Based on our understanding of the Company and industry, we identified that the principal risks of non-compliance with laws and regulations related to health and safety, anti-bribery, employment law and company legislation, and we considered the extent to which non-compliance might have a material effect on the financial statements of the Company. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006 and taxation legislation. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries to increase revenue or reduce expenditure, and management bias in accounting estimates and judgemental areas of the financial statements. Audit procedures performed by the audit engagement team included:

- Discussions with management, including consideration of known or suspected instances of non-compliance with
laws and regulations and fraud;
- Understanding of management’s internal controls designed to prevent and detect irregularities, and fraud;
- Reviewing the Company’s legal costs to check for non-compliance with laws and regulations and fraud;
- Reviewing Board of Directors minutes;
- Review of tax compliance with the involvement of our tax specialists in the audit;
- Designing audit procedures to incorporate unpredictability around the nature, timing or extent of our testing of
expenses;
- Testing transactions entered into outside of the normal course of the Company’s business; and
- Identifying and testing journal entries, in particular any journal entries with fraud characteristics such as journals
with round numbers.

There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

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
Megasteel Ltd


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.




David Iain Black (Senior Statutory Auditor)
for and on behalf of Sumer Auditco Limited
Statutory Auditor
Hermes House
Fire Fly Avenue
Swindon
Wiltshire
SN2 2GA

7 February 2025

Megasteel Ltd (Registered number: 02665353)

Statement of Comprehensive
Income
for the Year Ended 31 October 2024

2024 2023
Notes £    £    £    £   

TURNOVER 12,156,815 18,343,315

Cost of sales 9,912,267 14,260,198
GROSS PROFIT 2,244,548 4,083,117

Administrative expenses 922,687 931,105
OPERATING PROFIT 1,321,861 3,152,012

Income from shares in group undertakings - 1,000,000
Interest receivable and similar income 4 202,661 137,898
202,661 1,137,898
1,524,522 4,289,910

Interest payable and similar expenses 5 4,679 66,038
PROFIT BEFORE TAXATION 6 1,519,843 4,223,872

Tax on profit 7 416,549 758,624
PROFIT FOR THE FINANCIAL YEAR 1,103,294 3,465,248


OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME FOR
THE YEAR

1,103,294

3,465,248

Megasteel Ltd (Registered number: 02665353)

Balance Sheet
31 October 2024

2024 2023
Notes £    £    £    £   
FIXED ASSETS
Owned
Intangible assets 9 986,090 986,090
Tangible assets 10 4,135,009 4,263,642
Right-of-use
Tangible assets 10, 17 42,562 -
Investments 11 - 2,601,575
5,163,661 7,851,307

CURRENT ASSETS
Stocks 12 3,790,402 3,443,112
Debtors 13 6,290,095 1,773,007
Cash at bank 6,633,082 4,650,043
16,713,579 9,866,162
CREDITORS
Amounts falling due within one year 14 5,709,152 2,681,670
NET CURRENT ASSETS 11,004,427 7,184,492
TOTAL ASSETS LESS CURRENT
LIABILITIES

16,168,088

15,035,799

CREDITORS
Amounts falling due after more than one
year

15

28,995

-
NET ASSETS 16,139,093 15,035,799

CAPITAL AND RESERVES
Called up share capital 18 100 100
Retained earnings 19 16,138,993 15,035,699
SHAREHOLDERS' FUNDS 16,139,093 15,035,799

The financial statements were approved by the Board of Directors and authorised for issue on 7 February 2025 and were signed on its behalf by:





N G Roberts - Director


Megasteel Ltd (Registered number: 02665353)

Statement of Changes in Equity
for the Year Ended 31 October 2024

Called up
share Retained Total
capital earnings equity
£    £    £   
Balance at 1 November 2022 100 14,570,451 14,570,551

Changes in equity
Dividends - (3,000,000 ) (3,000,000 )
Total comprehensive income - 3,465,248 3,465,248
Balance at 31 October 2023 100 15,035,699 15,035,799

Changes in equity
Total comprehensive income - 1,103,294 1,103,294
Balance at 31 October 2024 100 16,138,993 16,139,093

Megasteel Ltd (Registered number: 02665353)

Notes to the Financial Statements
for the Year Ended 31 October 2024

1. STATUTORY INFORMATION

Megasteel Ltd 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 Company Information page.

2. ACCOUNTING POLICIES

Basis of preparation
These financial statements have been prepared in accordance with Financial Reporting Standard 101 "Reduced Disclosure Framework" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 101 "Reduced Disclosure Framework":

the requirements of IFRS 7 Financial Instruments: Disclosures;
the requirements of paragraphs 91 to 99 of IFRS 13 Fair Value Measurement;
the requirements of paragraph 52, the second sentence of paragraph 89, and paragraphs 90, 91 and 93 of
IFRS 16 Leases;
the requirements of paragraph 58 of IFRS 16;
the requirements of the second sentence of paragraph 110 and paragraphs 113(a), 114, 115, 118, 119(a) to
(c), 120 to 127 and 129 of IFRS 15 Revenue from Contracts with Customers;
the requirement in paragraph 38 of IAS 1 Presentation of Financial Statements to present comparative
information in respect of:
- paragraphs 53(a), (h) and (j) of IFRS 16;
- paragraph 79(a)(iv) of IAS 1;
- paragraph 73(e) of IAS 16 Property, Plant and Equipment;
- paragraph 118(e) of IAS 38 Intangible Assets; and
- paragraphs 76 and 79(d) of IAS 40 Investment Property;
the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134 to
136 of IAS 1;
the requirements of
- paragraphs 1 to 44E, 44H(b)(ii) and 45 to 63 of IAS 7 Statement of Cash Flows; and
- paragraphs 44F, 44G, 44H(a), 44H(b)(i), 44H(b)(iii) and 44H(c) of IAS 7;
the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates
and Errors;
the requirements of paragraphs 88C and 88D of IAS 12 Income Taxes;
the requirements of paragraph 74(b) of IAS 16;
the requirements of paragraphs 17 and 18A of IAS 24 Related Party Disclosures;
the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into
between two or more members of a group;
the requirements of paragraphs 134(d) to 134(f) and 135(c) to 135(e) of IAS 36 Impairments of Assets.

Megasteel Ltd (Registered number: 02665353)

Notes to the Financial Statements - continued
for the Year Ended 31 October 2024

2. ACCOUNTING POLICIES - continued

Critical accounting judgements and key sources of estimation uncertainty
The company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below:

(i) Impairment of intangible assets
Intangible assets are reviewed for impairment at each balance sheet date. An impairment loss is recognised in the statement of profit or loss when the asset's carrying value in the statement of financial position exceeds its fair value. The value in use of an asset is the expected future cash flows that the asset in its current condition will produce, discounted to present value using an appropriate discount rate

(ii) Useful economic life of tangible assets
The annual depreciation charge for tangible assets is sensitive to changes in the estimates useful economic
lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets.

(iii) Stock provisioning
The company's products are subject to changing industry demands and market trends. As a result it is
necessary to consider the recoverability of the cost of stock and the associated provisioning required. When
calculating the stock provision, management considers the nature and condition of the stock, as well as applying assumptions around anticipated saleability of stock and work in progress.

(iv) Impairment of debtors
The company makes an estimate of the recoverable value of trade and other debtors. When assessing
impairment of trade and other debtors, management considers factors including the current credit rating of the debtor, the ageing profile of debtors and historical experience.

Goodwill
Goodwill arising on the acquisition of subsidiary undertakings and businesses, representing any excess of the fair value of the consideration given over the fair value of the identifiable assets and liabilities acquired.. Provision is made for any impairment.

Megasteel Ltd (Registered number: 02665353)

Notes to the Financial Statements - continued
for the Year Ended 31 October 2024

2. ACCOUNTING POLICIES - continued

Tangible fixed assets
Tangible assets are stated at cost less accumulated depreciation and accumulated impairment losses. Cost includes the original purchase price, costs directly attributable to bringing the asset to its working condition for its intended use, dismantling and restoration costs and borrowing costs capitalised.

Depreciation and residual values
Depreciation is provided on all tangible fixed assets, other than investment properties and freehold land, at rates calculated to write off the cost or valuation, less estimated residual value, of each asset over its expected useful life as follows:

Freehold building 2% on cost
Improvements to property 10% on cost
Plant and machinery 20% on cost
Motor vehicles 33% on cost
Computer equipment 20% on cost

The assets' residual values and useful lives are reviewed, and adjusted, if appropriate, at the end of each reporting period. The effect of any changes is accounted for prospectively.

Subsequent additions and major components
Subsequent costs are included in the assets carrying amount or recognised as a separate asset, as appropriate, only when it is probable that economic benefits associated with the item will flow to the company and the cost can be measured reliably.

The carrying amount of any replaced component is derecognised. Major components are treated as a separate asset when they have significantly different patterns of consumption of economic benefits and are depreciated separately over its useful life.

Repairs and maintenance costs are expensed as incurred.

Derecognition
Tangible assets are derecognised on disposal or when no future economic benefits are expected. On disposal, the difference between the net disposal proceeds and the carrying amount is recognised in profit or loss.

Fixed asset investments
Investments in subsidiaries are accounted for at cost less impairment.

Megasteel Ltd (Registered number: 02665353)

Notes to the Financial Statements - continued
for the Year Ended 31 October 2024

2. ACCOUNTING POLICIES - continued

Financial instruments
(i) Financial assets
Basic financial assets, including trade and other receivables, 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.

Such assets are subsequently carried at amortised cost using the effective interest method.

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 assets original effective interest
rate. The impairment loss is recognised in profit or loss. If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount amount would have been had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) control the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.

(ii) Financial liabilities
Basic financial liabilities, including trade and other payables, bank loans and overdrafts and loans from fellow
group companies, 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 payables 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 payables are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.

Inventories
Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Inventories are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Inventories are stated at the lower of cost and estimated selling price less costs to complete and sell. Stocks are recognised as an expense in the period in which the related revenue is recognised.

Cost includes the purchase price, including taxes and duties and transport and handling directly attributable to bringing the stock to its present location and condition.

At the end of each reporting period stocks are assessed for impairment. If an item of stock is impaired, the
identified stock is reduced to its selling price less costs to complete and sell and an impairment is recognised in the profit and loss account. Where a reversal of the impairment is recognised the impairment charge is reversed, up to the original impairment loss, and is recognised as a credit in the profit and loss account.

Megasteel Ltd (Registered number: 02665353)

Notes to the Financial Statements - continued
for the Year Ended 31 October 2024

2. ACCOUNTING POLICIES - continued

Taxation
Current taxes are based on the results shown in the financial statements and are calculated according to local tax rules, using tax rates enacted or substantially enacted by the balance sheet date.

Income tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the statement of comprehensive income because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The Company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax is recognised on timing differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable timing differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible timing differences can be utilised. The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Current or deferred tax for the year is recognised in profit or loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax is also recognised in other comprehensive income or directly in equity respectively.

Foreign currencies
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Leases
Leases are recognised as finance leases. The lease liability is initially recognised at the present value of the
lease payments which have not yet been made and subsequently measured under the amortised cost method.

The initial cost of the right-of-use asset comprises the amount of the initial measurement of the lease liability,
lease payments made prior to the lease commencement date, initial direct costs and the estimated costs of
removing or dismantling the underlying asset per the conditions of the contract.

Where ownership of the right-of-use asset transfers to the lessee at the end of the lease term, the right-of-use
asset is depreciated over the asset’s remaining useful life. If ownership of the right-of-use asset does not
transfer to the lessee at the end of the lease term, depreciation is charged over the shorter of the useful life of the right-of-use asset and the lease term.

Payments associated with short-term leases of equipment and vehicles and all leases of low-value assets are
recognised on a straight-line basis as an expense in profit or loss. Short-term leases are leases with a lease term of 12 months or less.

Employee benefit costs
The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to the income statement in the period to which they relate.

Megasteel Ltd (Registered number: 02665353)

Notes to the Financial Statements - continued
for the Year Ended 31 October 2024

2. ACCOUNTING POLICIES - continued

Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and on hand, demand deposits with banks and other short-term highly liquid investments with original maturities of three months or less and bank overdrafts. In the statement of financial position, bank overdrafts are shown within borrowings or current liabilities.

Impairment of financial assets
Financial assets, are assessed for indicators of impairment at the end of each reporting period. Financial assets are considered to be impaired when there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been affected.

For all other financial assets, objective evidence of impairment could include:

- significant financial difficulty of the issuer or counterparty; or
- breach of contract, such as a default or delinquency in interest or principal payments; or
- it becoming probable that the borrower will enter bankruptcy or financial re-organisation; or
- the disappearance of an active market for that financial asset because of financial difficulties.

For certain categories of financial asset, such as trade debtors, assets that are assessed not to be impaired individually are, in addition, assessed for impairment on a collective basis. Objective evidence of impairment for a portfolio of debtors could include the company's past experience of collecting payments, an increase in the number of delayed payments in the portfolio past the average credit period of 30 days, as well as observable changes in national or local economic conditions that correlate with default on receivables.

For financial assets carried at amortised cost, the amount of the impairment loss recognised is the difference between the asset's carrying amount and the present value of estimated future cash flows, discounted at the financial asset's original effective interest rate.

For financial assets carried at cost, the amount of the impairment loss is measured as the difference between the asset's carrying amount and the present value of the estimated future cash flows discounted at the current market rate of return for a similar financial asset. Such impairment loss will not be reversed in subsequent periods.

The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets with the exception of trade debtors, where the carrying amount is reduced through the use of an allowance account. When a trade receivable is considered uncollectible, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against the allowance account. Changes in the carrying amount of the allowance account are recognised in profit or loss.

For financial assets measured at amortised cost, if, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed through profit or loss to the extent that the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortised cost would have been had the impairment not been recognised.

Related parties
For the purposes of these financial statements, a party is considered to be related to the company if:
(i) the party has the ability, directly or indirectly, through one or more intermediaries, to control the Company or exercise significant influence over the company in making financial and operating policy decisions, or has joint control over the company;

(ii) the company and the party are subject to common control;
(iii) the party is an associate of the company or a joint venture in which the company is a venturer;
(iv) the party is a member of key management personnel of the company or the company's parent, or a close family member of such an individual, or is an entity under the control, joint control or significant influence of such individuals;
(v) the party is a close family member of a party referred to in (i) or is an entity under the control, joint control or significant influence of such individuals; or
(vi) the party is a post-employment benefit plan which is for the benefit of employees of the company or of any entity that is a related party of the company.

Close family members of an individual are those family members who may be expected to influence, or be influenced by, that individual in their dealings with the entity.

Megasteel Ltd (Registered number: 02665353)

Notes to the Financial Statements - continued
for the Year Ended 31 October 2024

2. ACCOUNTING POLICIES - continued

Provisions
Provisions are recognised when the company has a present legal or constructive obligation arising as a result of a past event, it is probable that an outflow of economic benefits will be required to settle the obligation and a reliable estimate can be made. Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in the provision due to passage of time is recognised as interest expense.

Revenue recognition
Revenue is measured at the fair value of the consideration received or receivable. Revenue is reduced for
customer returns, rebates or other similar allowances and is net of value added taxes. Revenue includes
revenue earned from the sale of goods.

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

-the group has transferred to the buyer the significant risks and rewards of ownership of the goods;
-the group retains neither continuing managerial involvement to the degree associated with ownershipnor
effective control over the goods sold;
-the amount of revenue can be measured reliably;
-it is probable that the economic benefits associated with the transaction can be measured reliably.

Specifically, revenue from the sale of goods is primarily recognised upon delivery of the goods to the customer.

3. EMPLOYEES AND DIRECTORS
2024 2023
£    £   
Wages and salaries 207,437 231,519
Social security costs 23,553 25,542
Other pension costs 1,351 1,760
232,341 258,821

The average number of employees during the year was as follows:
2024 2023

Directors 2 3
Admin 2 2
4 5

2024 2023
£    £   
Directors' remuneration 140,000 140,000

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

Money purchase schemes 2 2

4. INTEREST RECEIVABLE AND SIMILAR INCOME
2024 2023
£    £   
Deposit account interest 202,661 137,898

5. INTEREST PAYABLE AND SIMILAR EXPENSES
2024 2023
£    £   
Other interest 4,679 66,038

Megasteel Ltd (Registered number: 02665353)

Notes to the Financial Statements - continued
for the Year Ended 31 October 2024

6. PROFIT BEFORE TAXATION

The profit before taxation is stated after charging/(crediting):
2024 2023
£    £   
Depreciation - owned assets 90,852 90,914
Depreciation - assets on finance leases 1,216 -
Profit on disposal of fixed assets (3,279 ) (17,007 )
Foreign exchange differences (151 ) (125 )
Operating lease payments 6,667 8,000
Auditors remuneration 22,266 22,837
Auditors remuneration - non audit fees 9,730 12,095

7. TAXATION

Analysis of tax expense
2024 2023
£    £   
Current tax:
Tax 416,549 758,624
Total tax expense in statement of comprehensive income 416,549 758,624

Factors affecting the tax expense
The tax assessed for the year is higher (2023 - lower) than the standard rate of corporation tax in the UK. The difference is explained below:

2024 2023
£    £   
Profit before income tax 1,519,843 4,223,872
Profit multiplied by the standard rate of corporation tax in the UK of 25%
(2023 - 22.510%)

379,961

950,794

Effects of:
Charges paid (4,416 ) (6,339 )
Expenses not deductible for tax purposes 20,699 33,861
Depreciation in excess of capital allowances 21,125 5,408
Income not taxable - (225,100 )
Profit on disposal (820 ) -
Tax expense 416,549 758,624

8. DIVIDENDS
2024 2023
£    £   
Ordinary shares of £1 each
Interim - 3,000,000

9. INTANGIBLE FIXED ASSETS
Goodwill
£   
COST
At 1 November 2023
and 31 October 2024 986,090
NET BOOK VALUE
At 31 October 2024 986,090
At 31 October 2023 986,090

Megasteel Ltd (Registered number: 02665353)

Notes to the Financial Statements - continued
for the Year Ended 31 October 2024

10. TANGIBLE FIXED ASSETS
Improvements
Freehold to Plant and
property property machinery
£    £    £   
COST
At 1 November 2023 4,230,000 48,070 12,698
Additions 43,778 - 4,165
Disposals - - -
At 31 October 2024 4,273,778 48,070 16,863
DEPRECIATION
At 1 November 2023 77,550 3,605 212
Charge for year 78,766 3,606 281
Eliminated on disposal - - -
At 31 October 2024 156,316 7,211 493
NET BOOK VALUE
At 31 October 2024 4,117,462 40,859 16,370
At 31 October 2023 4,152,450 44,465 12,486

Motor Computer
vehicles equipment Totals
£    £    £   
COST
At 1 November 2023 69,167 2,615 4,362,550
Additions - 358 48,301
Disposals (69,167 ) - (69,167 )
At 31 October 2024 - 2,973 4,341,684
DEPRECIATION
At 1 November 2023 17,497 44 98,908
Charge for year 9,366 49 92,068
Eliminated on disposal (26,863 ) - (26,863 )
At 31 October 2024 - 93 164,113
NET BOOK VALUE
At 31 October 2024 - 2,880 4,177,571
At 31 October 2023 51,670 2,571 4,263,642

11. INVESTMENTS
Shares in
group
undertakings
£   
COST OR VALUATION
At 1 November 2023 2,601,575
Disposals (2,601,575 )
At 31 October 2024 -
NET BOOK VALUE
At 31 October 2024 -
At 31 October 2023 2,601,575

Megasteel Ltd (Registered number: 02665353)

Notes to the Financial Statements - continued
for the Year Ended 31 October 2024

12. STOCKS
2024 2023
£    £   
Stocks 3,790,402 3,443,112

13. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2024 2023
£    £   
Trade debtors 2,070,347 1,698,757
Amounts owed by group undertakings 2,719,748 74,250
Other debtors 1,500,000 -
6,290,095 1,773,007

Trade and other receivables are on held under standard terms and conditions. Amounts owed by group undertakings are unsecured, interest free, have no fixed date of repayment and are repayable on demand.

14. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2024 2023
£    £   
Leases (see note 16) 6,319 -
Trade creditors 4,669,851 2,100,384
Tax 226,770 112,983
VAT 344,046 359,051
Other creditors 234 26,979
Directors' current accounts 452,832 73,173
Accrued expenses 9,100 9,100
5,709,152 2,681,670

15. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
2024 2023
£    £   
Leases (see note 16) 28,995 -

16. FINANCIAL LIABILITIES - BORROWINGS

2024 2023
£    £   
Current:
Leases (see note 17) 6,319 -

Non-current:
Leases (see note 17) 28,995 -

Terms and debt repayment schedule

1 year or
less 1-2 years 2-5 years Totals
£    £    £    £   
Leases 6,319 6,318 22,677 35,314

Megasteel Ltd (Registered number: 02665353)

Notes to the Financial Statements - continued
for the Year Ended 31 October 2024

17. LEASING

Right-of-use assets

Tangible fixed assets

2024 2023
£    £   
COST
Additions 43,778 -

DEPRECIATION
Charge for year 1,216 -

NET BOOK VALUE 42,562 -

Lease liabilities

Minimum lease payments fall due as follows:

2024 2023
£    £   
Gross obligations repayable:
Within one year 9,000 -
Between one and five years 36,000 -

45,000 -

Finance charges repayable:
Within one year 2,681 -
Between one and five years 7,005 -
9,686 -

Net obligations repayable:
Within one year 6,319 -
Between one and five years 28,995 -
35,314 -

18. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2024 2023
value: £    £   
55 Ordinary £1 55 55
15 Ordinary A £1 15 15
15 Ordinary B £1 15 15
5 Ordinary C £1 5 5
5 Ordinary D £1 5 5
5 Ordinary E £1 5 5
100 100

The holders of each class of ordinary shares are entitled to full voting, dividend and capital distribution rights, including on winding up. The shares do not confer any rights of redemption.

Megasteel Ltd (Registered number: 02665353)

Notes to the Financial Statements - continued
for the Year Ended 31 October 2024

19. RESERVES
Retained
earnings
£   

At 1 November 2023 15,035,699
Profit for the year 1,103,294
At 31 October 2024 16,138,993

Retained earnings - includes all current and prior period retained profits and losses.

20. PENSION COMMITMENTS

During the year pension contributions were made on behalf of the employees of £1,351 (2023 - £1,760). At the year end outstanding pension contributions payable amounted to £nil (2023 - £nil)

21. RELATED PARTY DISCLOSURES

The remuneration of directors and other members of key management during the year was £140,000 (2023 - £140,000).

During the year the company made sales to other group undertakings totalling £346,410. At the year end the company owed £43,824 to other group undertakings.

22. ULTIMATE CONTROLLING PARTY

Megasteel Limited is a wholly-owned subsidiary of Engineering Acquisitions Limited, a company incorporated in England and Wales.

Capital27 Limited is the company's ultimate parent and is the largest and smallest group in which the company is a member and for which group financial statements are prepared. The consolidated financial statements of Capital27 Limited can be obtained from Rodbourne Rail Business Centre, Grange Lane, Malmesbury, Wiltshire, SN16 0ES.