REGISTERED NUMBER: 05190432 (England and Wales)

ELLIS STEEL HOLDINGS LIMITED

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED

31 DECEMBER 2024

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

5

Consolidated Income Statement

8

Consolidated Other Comprehensive Income

9

Consolidated Balance Sheet

10

Company Balance Sheet

11

Consolidated Statement of Changes in Equity

12

Company Statement of Changes in Equity

13

Consolidated Cash Flow Statement

14

Notes to the Consolidated Cash Flow Statement

15

Notes to the Consolidated Financial Statements

16

DIRECTORS:

R H J Ellis

Mrs E Ellis

SECRETARY:

Mrs K Bresner

REGISTERED OFFICE:

Kemys Way

Swansea Enterprise Park

Swansea

SA6 8QF

REGISTERED NUMBER:

05190432 (England and Wales)

AUDITORS:

Bevan Buckland LLP

Chartered Accountants

And Statutory Auditors

Ground Floor Cardigan House

Castle Court

Swansea Enterprise Park

Swansea

SA7 9LA

The directors present their strategic report of the company and the group for the year ended 31 December 2024.

REVIEW OF BUSINESS

Ellis Steel Holdings Limited is the parent company of Ellis Steel Group Limited is a long-established steel stockholder and processor. The group operates from five locations across the UK, stretching from Milford Haven to Swindon offering a wide range of steel products to a diverse range of industries including civil engineering, house building and agriculture. The group also specialises in the fabrication of structural and reinforced steel to these industries, as well as to small individual projects.

The group's key financial and other performance indicators during the year were as follows:

2024

2023

2022

Turnover

£

13,412,751

16,329,622

22,960,394

Gross Profit

£

2,754,706

3,566,945

6,508,849

Gross Profit Margin

21

22

28

Profit/(Loss) before tax

£

(464,523

)

50,847

2,834,372

Like 2023, 2024 was a very difficult year for Steel Stockholding after two very good years for the industry. Demand was weak which resulted in a sharp fall in the price of steel. As a result the Directors took the decision to reduce the company's stock position which resulted in unusually tight margins however they are satisfied it was the correct decision. The company remains very liquid with large cash balances and no borrowings and is in a strong position to benefit from the inevitable upturn in demand.

The Group is currently engaged in discussions regarding a potential sale of its principal trading subsidiary, Ellis Steel Group Limited. These discussions are at a preliminary stage, and no binding agreement has been entered into as at the date of approval of these financial statements.

The outcome of these discussions remains uncertain, and there is no assurance that a transaction will be completed. Management continues to evaluate strategic opportunities in the best interests of the Group and its stakeholders and will provide updates as appropriate.

The financial statements have been prepared on a going concern basis, as the Group continues to operate normally during this process. The Directors are satisfied that the Group has adequate resources to continue in operational existence for the foreseeable future.

PRINCIPAL RISKS AND UNCERTAINTIES

Financial Risk

The group uses various financial instruments which include cash and other items such as trade debtors and trade creditors that arise directly from its operations. The main purpose of these financial instruments is to raise finance for the group's operations.

The main risk arising from the group's financial instruments are price risk, credit risk and liquidity risk. The directors review and agree policies for managing each of these risks.

Price Risk

The group is exposed to raw material price risk as a result of its operations. However, given the size of the group's operations, the costs of managing exposure to raw material price risk exceeds the potential benefits. The directors will revisit the appropriateness of this policy should the group's operations change in size or nature. The group has no exposure to equity securities price risk and as it holds no listed or equity investments.

Although efficient buying strategy can be to purchase large quantities, there are a number of potential suppliers and as such reliance is never placed on a single supplier.

Liquidity Risk

The group seeks to manage financial risk by ensuring sufficient liquidity is available to meet foreseeable needs and to invest cash assets safely and profitability. The group does not rely on short term financing due to the strong cash position.

Customer and Credit Risk

The group's principal financial assets are cash and trade debtors. The principal credit risk arises from its trade debtors. In order to manage credit risk the directors have implemented policies that require appropriate credit checks on potential customers before sales are made. Customers are assigned credit limits and overdue debts are chased on a regular basis.

It is the company has also avoided customer concentration to ensure there is not a single or small group of customers that the company places significant reliance upon its sales.

Health & Safety

The business has in place a rigorous and far reaching health & safety policy, and is committed to adhering to all legislation requirements imposed on it through the various enforcing authorities.

Government Legislation

The business operates under a variety of controls and regulations implemented by government bodies. These regulations set stringent operational standards and enhance the safety and environmental characteristics of the industry. Management ensures it has sufficient, robust procedures and controls in place to remain compliant with existing legislation and to enable it to react quickly to implement any changes.

ON BEHALF OF THE BOARD:

R H J Ellis - Director

11 August 2025

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

DIVIDENDS

Ordinary dividends were paid during the year of £150,000 (2022: £550,000). The directors do not recommend payment of a final dividend.

DIRECTORS

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

R H J Ellis

Mrs E Ellis

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;

-	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.

AUDITORS

The auditors, Bevan Buckland LLP, will be proposed for re-appointment.

ON BEHALF OF THE BOARD:

R H J Ellis - Director

11 August 2025

Opinion

We have audited the financial statements of Ellis Steel Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, 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 2024 and of the group's loss for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

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.

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 four, 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.

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:

Extent to which the audit was considered capable of detecting irregularities, including fraud

We identify and assess the risks of material misstatement of the Financial Statements, whether due to fraud or error, and then, design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion.

We discussed our audit independence complying with the Revised Ethical Standard 2024 with the engagement team members whilst planning the audit and continually monitored our independence throughout the process.

Identifying and assessing potential risks related to irregularities.

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, our procedures included the following:

-

enquiring of management, including obtaining and reviewing supporting documentation, concerning the Company's policies and procedures relating to:

-

identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance;

-

detecting and responding to the risks of fraud and whether they have knowledge of any actual. suspected or alleged fraud;

-

the internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations;

-

discussing among the engagement team how and where fraud might occur in the Financial Statements and any potential indicators of fraud. As part of this discussion, we identified potential for fraud in the following areas;

-

Assumptions used when valuing accrual provision at the year end, and;

-

Potential for deferring income already earned at the year end.

-

obtaining an understanding of the legal and regulatory frameworks that the Company operates in, focusing on those laws and regulations that had a direct effect on the Financial Statements or that had a fundamental effect on the operations of the Group, The key laws and regulations we considered in this context included the UK Companies Act and relevant tax legislation.

Audit response to risks identified

In addition to the above, our procedures to respond to risks identified included the following:

-

reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with relevant laws and regulations;

-

enquiring of management concerning actual and potential litigation and claims; performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;

-

reading minutes of meetings of those charged with governance and reviewing correspondence with HMRC; and

-

in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments;

-

assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and

-

evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

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.

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.

Alison Vickers (Senior Statutory Auditor)

for and on behalf of Bevan Buckland LLP

Chartered Accountants

And Statutory Auditors

Ground Floor Cardigan House

Castle Court

Swansea Enterprise Park

Swansea

SA7 9LA

11 August 2025

TURNOVER

13,412,751

16,329,622

Cost of sales

10,658,045

12,762,677

GROSS PROFIT

2,754,706

3,566,945

Distribution costs

1,384,370

1,383,238

Administrative expenses

1,989,498

2,269,726

3,373,868

3,652,964

(619,162

)

(86,019

)

Other operating income

266

750

OPERATING LOSS

4

(618,896

)

(85,269

)

Interest receivable and similar income

154,373

136,116

(LOSS)/PROFIT BEFORE TAXATION

(464,523

)

50,847

Tax on (loss)/profit

5

(73,504

)

(20,159

)

(LOSS)/PROFIT FOR THE FINANCIAL YEAR

(391,019

)

71,006

(Loss)/profit attributable to:

Owners of the parent

(391,019

)

71,006

(LOSS)/PROFIT FOR THE YEAR

(391,019

)

71,006

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(391,019

)

71,006

Total comprehensive income attributable to:

Owners of the parent

(391,019

)

71,006

FIXED ASSETS

Intangible assets

8

19,496

79,160

Tangible assets

9

2,115,511

2,223,686

Investments

10

-

-

Investment property

11

866,522

637,233

3,001,529

2,940,079

CURRENT ASSETS

Stocks

12

1,515,796

1,807,222

Debtors

13

2,965,332

2,634,548

Cash at bank and in hand

5,214,702

5,907,245

9,695,830

10,349,015

CREDITORS

Amounts falling due within one year

14

2,903,380

3,033,223

NET CURRENT ASSETS

6,792,450

7,315,792

TOTAL ASSETS LESS CURRENT LIABILITIES

9,793,979

10,255,871

PROVISIONS FOR LIABILITIES

16

458,487

529,360

NET ASSETS

9,335,492

9,726,511

CAPITAL AND RESERVES

Called up share capital

17

500,000

500,000

Revaluation reserve

18

856,351

877,238

Other reserves

18

1,799,971

1,799,971

Retained earnings

18

6,179,170

6,549,302

SHAREHOLDERS' FUNDS

9,335,492

9,726,511

The financial statements were approved by the Board of Directors and authorised for issue on 11 August 2025 and were signed on its behalf by:

R H J Ellis - Director

FIXED ASSETS

Intangible assets

8

-

-

Tangible assets

9

-

-

Investments

10

4,364,879

4,364,879

Investment property

11

-

-

4,364,879

4,364,879

CURRENT ASSETS

Debtors

13

4,906

4,906

CREDITORS

Amounts falling due within one year

14

587,910

587,910

NET CURRENT LIABILITIES

(583,004

)

(583,004

)

TOTAL ASSETS LESS CURRENT LIABILITIES

3,781,875

3,781,875

CAPITAL AND RESERVES

Called up share capital

17

500,000

500,000

Other reserves

18

2,704,875

2,704,875

Retained earnings

18

577,000

577,000

SHAREHOLDERS' FUNDS

3,781,875

3,781,875

Company's profit for the financial year

-

150,000

The financial statements were approved by the Board of Directors and authorised for issue on 11 August 2025 and were signed on its behalf by:

R H J Ellis - Director

Called up

share

Retained

Revaluation

Other

Total

capital

earnings

reserve

reserves

equity

£

£

£

£

£

Balance at 1 January 2023

500,000

6,607,409

898,125

1,799,971

9,805,505

Changes in equity

Dividends

-

(150,000

)

-

-

(150,000

)

Total comprehensive income

-

91,893

(20,887

)

-

71,006

Balance at 31 December 2023

500,000

6,549,302

877,238

1,799,971

9,726,511

Changes in equity

Total comprehensive income

-

(370,132

)

(20,887

)

-

(391,019

)

Balance at 31 December 2024

500,000

6,179,170

856,351

1,799,971

9,335,492

Called up

share

Retained

Other

Total

capital

earnings

reserves

equity

£

£

£

£

Balance at 1 January 2023

500,000

577,000

2,704,875

3,781,875

Changes in equity

Dividends

-

(150,000

)

-

(150,000

)

Total comprehensive income

-

150,000

-

150,000

Balance at 31 December 2023

500,000

577,000

2,704,875

3,781,875

Changes in equity

Balance at 31 December 2024

500,000

577,000

2,704,875

3,781,875

Cash flows from operating activities

Cash generated from operations

1

(171,813

)

2,167,246

Interest paid

(76,918

)

-

Tax paid

-

(512,540

)

Net cash from operating activities

(248,731

)

1,654,706

Cash flows from investing activities

Purchase of tangible fixed assets

(140,992

)

(308,683

)

Purchase of investment property

(229,289

)

(637,233

)

Sale of tangible fixed assets

-

12,300

Interest received

154,373

136,116

Net cash from investing activities

(215,908

)

(797,500

)

Cash flows from financing activities

Amount introduced by directors

480,661

55,484

Amount withdrawn by directors

(708,565

)

(44,299

)

Equity dividends paid

-

(150,000

)

Net cash from financing activities

(227,904

)

(138,815

)

(Decrease)/increase in cash and cash equivalents

(692,543

)

718,391

Cash and cash equivalents at beginning of year

2

5,907,245

5,188,854

Cash and cash equivalents at end of year

2

5,214,702

5,907,245

1.	RECONCILIATION OF (LOSS)/PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2024

2023

£

£

(Loss)/profit before taxation

(464,523

)

50,847

Depreciation charges

308,819

296,626

Profit on disposal of fixed assets

-

(1,381

)

Finance income

(154,373

)

(136,116

)

(310,077

)

209,976

Decrease in stocks

291,426

2,561,442

(Increase)/decrease in trade and other debtors

(25,950

)

375,123

Decrease in trade and other creditors

(127,212

)

(979,295

)

Cash generated from operations

(171,813

)

2,167,246

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 December 2024

31.12.24

1.1.24

£

£

Cash and cash equivalents

5,214,702

5,907,245

Year ended 31 December 2023

31.12.23

1.1.23

£

£

Cash and cash equivalents

5,907,245

5,188,854

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.1.24

Cash flow

At 31.12.24

£

£

£

Net cash

Cash at bank and in hand

5,907,245

(692,543

)

5,214,702

5,907,245

(692,543

)

5,214,702

Total

5,907,245

(692,543

)

5,214,702

1.	STATUTORY INFORMATION

Ellis Steel 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.

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 as modified by the revaluation of certain assets.

Basis of consolidation

The consolidated financial statements include the company and its subsidiary undertakings and have been prepared using the acquisition method of accounting.

The financial statements of the subsidiaries used in the preparation of the consolidated financial statements are prepared for the same reporting period as the parent company and are based on consistent accounting policies. The results of subsidiaries acquired or disposed of during the period are included in the consolidated financial statements from the effective date of acquisition up to the effective date of disposal, as appropriate.

Intra-group balances and any unrealised gains and losses or income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements.

Critical accounting judgements and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results in the future may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised and in any future periods affected.

Significant management judgements

The following are management judgements in applying the accounting policies of the company that have the most significant effect on the amounts recognised in the financial statements.

Carrying value of stock

The directors review the market value of and demand for the company's stock on a periodic basis to ensure stock is recorded in the financial statements at the lower of cost and net realisable value, being the estimated selling price less cost to complete and sell. The directors use their knowledge of market conditions, historical experiences and estimates of future events to assess future demand for the company's products and achievable selling prices.

Leasehold property valuation

Leasehold property is valued professionally every 3 years, unless there is an indication of a significant change in market values.

Turnover

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

The company recognises revenue when:

-

the amount of revenue can be reliably measured;

-

it is probable that future economic benefits will flow to the entity; and

-

specific criteria have been met for each of the company's activities.