REGISTERED NUMBER: 08699508 (England and Wales)

Group Strategic Report,

Report of the Directors and

Consolidated Financial Statements

for the Year Ended 31 December 2024

for

SPECIAL PIPING MATERIALS (HOLDINGS)

LIMITED

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Consolidated Statement of 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

17

Directors:

M L Buckley

L Buckley

Secretary:

A M King

Registered office:

Unit 26

Globe Industrial Estate

Broadway

Dukinfield

Cheshire

SK16 4UU

Registered number:

08699508 (England and Wales)

Auditors:

S&W Audit

Northern Assurance Buildings

9-21 Princess Street

Manchester

M2 4DN

The principal activity of the group remained the supply of piping and related fittings, primarily to the oil and gas industries.

Review of business

2024 has seen a 13.6% decease in turnover with Singapore, in particular, showing reduced sales. There continue to be significant delays in potential projects being green lit throughout Europe due to uncertainties in the Russia/Ukraine war. The gross profit rate is similar to last year and so profits are down but remain good. The company's cash reserves remain very healthy,

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

Unit

2024

2023

Turnover

£

38,014,189

43,973,994

Gross profit margin

%

27.76

28.74

Profit before tax

£

3,332,581

5,582,966

Principal risks and uncertainties

As the group supplies the oil and petrochemical industries it is susceptible to upturns and downturns in this sector. Nevertheless, the group continues to demonstrate that it is well placed to trade through any downturns.

There still remains some risk to raw material shortages and supply issues due to the ongoing war with Ukraine and Russia. The company continues to look to diversify its supply chain to help mitigate any potential disruption.

As anticipated, the elections in 2024 have lead to delays with the new North Sea oil project.

The group will carry on diversifying its market by increasing the volume of sales to the water treatment industries such as desalination and potable water processing. This will increase with further investment in our stainless steel range of products

The group is based in the UK, but has subsidiaries across the globe and so is subject to foreign exchange movements which have been significant following international events in the last few years. However, as the group both buys and sells in foreign currencies, the effects of any exchange rate variations are considered to be mitigated and so the group does not use forward exchange contracts.

Going concern

The directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. The group is investing into research into growing UK markets such as nuclear which has significant investment and green light projects in the UK market. We are also looking to increase our presence in more South American countries where new oil and gas projects are currently underway. Both new areas and new markets are aimed at increasing the group's turnover and client base in 2025. Investment into the nuclear supply chain will help reduce the risk from a slower oil and gas market in the UK. The group will also look at opportunities in local hydrogen and renewable markets including biofuel and green hydrogen. Further stability in raw materials costs provides confidence in potential additional projects in the UK and Europe.

On behalf of the board:

L Buckley - Director

29 September 2025

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

Principal activity

The principal activity of the group in the year under review was that of the supply of piping and related fittings.

Dividends

The total distribution of dividends for the year ended 31 December 2024 was £980,000.

This includes dividends of £50,000 paid to minority interests.

Future developments

The directors propose to continue to expand into different geographical markets once market conditions allow.

Directors

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

M L Buckley

L Buckley

Financial instruments

The group’s activities expose it to a number of financial risks including price risk, credit risk, cash flow risk and liquidity risk. The group does not use derivative financial instruments.

CASHFLOW RISK

The group’s activities expose it primarily to the financial risks of changes in foreign currency exchange rates. This risk is mitigated as the group both buys and sells in foreign currencies and maintains Euro and US$ bank accounts.

CREDIT RISK

The group’s principal financial assets are bank balances and cash, trade and other receivables. The main purpose of these is to finance the business' operations.

The group's credit risk is primarily attributable to its trade receivables. The amounts presented in the balance sheet are net of allowances for doubtful receivables. An allowance for impairment is made where there is an identified loss event which, based on previous experience, is evidence of a reduction in the recoverability of the cash flows.

The credit risk on liquid funds is limited because the counterparties are banks with high credit-ratings assigned by international credit-rating agencies.

The group has no significant concentration of credit risk, with exposure spread over a large number of counterparties and customers.

LIQUIDITY RISK

In order to maintain liquidity to ensure that sufficient funds are available for ongoing operations and future developments, the group uses a mixture of long-term and short-term debt finance.

In respect of bank balances the liquidity risk is managed by maintaining a balance sufficient to cover the group's ongoing requirements. All of the group's cash balances are held in such a way that achieves a competitive rate of interest. The group makes use of money market facilities where funds are available.

Trade debtors are managed in respect of credit and cash flow risk by policies concerning the credit offered to customers and the regular monitoring of amounts outstanding for both time and credit limits.

Trade creditors' liquidity risk is managed by ensuring sufficient funds are available to meet the amounts due.

The group is a lessee in respect of finance lease assets. The liquidity risk in respect of this is managed by ensuring that there are sufficient funds available to meet the payments.

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.

On behalf of the board:

L Buckley - Director

29 September 2025

Opinion

We have audited the financial statements of Special Piping Materials (Holdings) Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the Consolidated Statement of 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 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 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 other information comprises the information included in the report of the directors, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the report of the directors. 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. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

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.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below:

We obtained a general understanding of the company's legal and regulatory framework through enquiry of management concerning their understanding of relevant laws and regulations, the entity's procedures regarding compliance and how they identify, evaluate and account for litigation claims. We also drew on our existing understanding of the company's industry and regulation.

We understand that the company complies with the framework through outsourcing accounts preparation and tax compliance to external experts.

In the context of the audit, we considered those laws and regulations which determine the form and the content of the financial statements, which are central to the company's ability to conduct its business and where there is a risk that failure to comply could result in material penalties. We identified the following laws and regulations as being the significance in the context of the company:

- The Companies Act 2006 and FRS 102 in respect of the preparation and presentation of the financial statements.

- UK taxation law;

- ISO9001/14001/45001 regulations; and

- The Health and Safety at Work Act 1974 and associated regulations.

We performed the following specific procedures to gain evidence about compliance with the significant laws and regulations identified above:

- We obtained written management representations regarding the adequacy of procedures in place; and

- We reviewed inspection reports conducted by third parties to consider if any material non-compliance had arisen or if any material penalties were likely to arise.

The senior statutory audit led a discussion with senior member of the engagement team regarding the susceptibility of the entity's financial statements to material misstatement, including how fraud might occur.

The areas identified in this discussion were:

- Manipulation of financial statements, especially revenue, via fraudulent journal entries, particularly as the size of the group and parent company means that there is little opportunity for segregation of duties.

These areas were communicated to the other members of the engagement team not present at the discussion.

The procedures we carried out to gain evidence in the above areas included:

- Identifying and assessing the design effectiveness of control management has put in place to prevent and detect fraud;

- Understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process;

- Challenging assumptions and judgements made by management in its significant accounting estimates in particular we have vouched items included in the stock provision to actual events after date and compared previous years provisions to actual to ensure reasonable;

- Identifying and testing journal entries, in particular any journal entries posted with unusual account combination identified by data analytics;

- We have tested a sample of stock items and ensured that they have led to sales included in the accounts as well as increasing the risk in our samples when testing trade debtors that we have tested by circularisation, agreeing to underlying records and after date cash; and

- Assessing the extent of compliance with relevant laws and regulations.

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

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our 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.

Antony Sassen (Senior Statutory Auditor)

for and on behalf of S&W Audit

Northern Assurance Buildings

9-21 Princess Street

Manchester

M2 4DN

30 September 2025

Turnover

4

38,014,189

43,973,994

Cost of sales

(27,461,992

)

(31,336,468

)

Gross profit

10,552,197

12,637,526

Administrative expenses

(7,396,196

)

(7,085,300

)

3,156,001

5,552,226

Other operating income

80,942

93,271

Operating profit

6

3,236,943

5,645,497

Interest receivable and similar income

197,174

38,242

3,434,117

5,683,739

Interest payable and similar expenses

7

(101,536

)

(100,773

)

Profit before taxation

3,332,581

5,582,966

Tax on profit

8

(867,851

)

(1,150,953

)

Profit for the financial year

2,464,730

4,432,013

Other comprehensive income

Foreign currency translation differences

(318,469

)

(477,754

)

Income tax relating to other comprehensive income

-

-

Other comprehensive income for the year, net of income tax

(318,469

)

(477,754

)

Total comprehensive income for the year

2,146,261

3,954,259

Profit attributable to:

Owners of the parent

2,456,676

4,388,030

Non-controlling interests

8,054

43,983

2,464,730

4,432,013

Total comprehensive income attributable to:

Owners of the parent

2,138,207

3,910,276

Non-controlling interests

8,054

43,983

2,146,261

3,954,259

Fixed assets

Tangible assets

11

7,489,047

7,628,065

Investments

12

-

-

7,489,047

7,628,065

Current assets

Stocks

13

16,974,929

17,275,638

Debtors

14

8,123,885

14,910,801

Cash at bank and in hand

11,239,701

7,383,587

36,338,515

39,570,026

Creditors

Amounts falling due within one year

15

5,602,424

10,296,002

Net current assets

30,736,091

29,274,024

Total assets less current liabilities

38,225,138

36,902,089

Creditors

Amounts falling due after more than one year

16

1,758,171

1,601,383

Net assets

36,466,967

35,300,706

Capital and reserves

Called up share capital

21

13,320

13,320

Share premium

22

29,885

29,885

Retained earnings

22

36,029,983

34,871,776

Shareholders' funds

36,073,188

34,914,981

Non-controlling interests

23

393,779

385,725

Total equity

36,466,967

35,300,706

The financial statements were approved by the Board of Directors and authorised for issue on 29 September 2025 and were signed on its behalf by:

L Buckley - Director

Fixed assets

Tangible assets

11

1,757,997

1,801,208

Investments

12

48,807

48,807

1,806,804

1,850,015

Current assets

Debtors

14

1,239,988

1,149,988

Cash at bank

1,079,571

801,258

2,319,559

1,951,246

Creditors

Amounts falling due within one year

15

1,049,118

159,223

Net current assets

1,270,441

1,792,023

Total assets less current liabilities

3,077,245

3,642,038

Provisions for liabilities

20

6,877

6,877

Net assets

3,070,368

3,635,161

Capital and reserves

Called up share capital

21

13,320

13,320

Retained earnings

22

3,057,048

3,621,841

Shareholders' funds

3,070,368

3,635,161

Company's profit for the financial year

365,207

961,109

The financial statements were approved by the Board of Directors and authorised for issue on 29 September 2025 and were signed on its behalf by:

L Buckley - Director

Called up

share

Retained

Share

capital

earnings

premium

£

£

£

Balance at 1 January 2023

13,320

31,640,056

29,885

Changes in equity

Dividends

-

(678,556

)

-

Total comprehensive income

-

3,910,276

-

Balance at 31 December 2023

13,320

34,871,776

29,885

Changes in equity

Dividends

-

(980,000

)

-

Total comprehensive income

-

2,138,207

-

Balance at 31 December 2024

13,320

36,029,983

29,885

Non-controlling

Total

Total

interests

equity

£

£

£

Balance at 1 January 2023

31,683,261

341,742

32,025,003

Changes in equity

Dividends

(678,556

)

-

(678,556

)

Total comprehensive income

3,910,276

43,983

3,954,259

Balance at 31 December 2023

34,914,981

385,725

35,300,706

Changes in equity

Dividends

(980,000

)

-

(980,000

)

Total comprehensive income

2,138,207

8,054

2,146,261

Balance at 31 December 2024

36,073,188

393,779

36,466,967

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2023

13,320

3,198,732

3,212,052

Changes in equity

Dividends

-

(538,000

)

(538,000

)

Total comprehensive income

-

961,109

961,109

Balance at 31 December 2023

13,320

3,621,841

3,635,161

Changes in equity

Dividends

-

(930,000

)

(930,000

)

Total comprehensive income

-

365,207

365,207

Balance at 31 December 2024

13,320

3,057,048

3,070,368

Cash flows from operating activities

Cash generated from operations

1

5,224,672

2,549,605

Interest paid

(101,536

)

(100,773

)

Tax paid

(868,125

)

(873,987

)

Net cash from operating activities

4,255,011

1,574,845

Cash flows from investing activities

Purchase of tangible fixed assets

(209,972

)

(388,053

)

Sale of tangible fixed assets

-

41,662

Interest received

197,174

38,242

Net cash from investing activities

(12,798

)

(308,149

)

Cash flows from financing activities

Capital repayments in year

(25,129

)

(632,579

)

Amount introduced by directors

619,030

41,475

Equity dividends paid

(980,000

)

(678,556

)

Net cash from financing activities

(386,099

)

(1,269,660

)

Increase/(decrease) in cash and cash equivalents

3,856,114

(2,964

)

Cash and cash equivalents at beginning of year

2

7,383,587

7,386,551

Cash and cash equivalents at end of year

2

11,239,701

7,383,587

1.	Reconciliation of profit before taxation to cash generated from operations

2024

2023

£

£

Profit before taxation

3,332,581

5,582,966

Depreciation charges

353,432

391,931

Profit on disposal of fixed assets

-

(41,662

)

Foreign currency translation differences

(134,701

)

(276,372

)

Finance costs

101,536

100,773

Finance income

(197,174

)

(38,242

)

3,455,674

5,719,394

Decrease/(increase) in stocks

300,709

(3,329,913

)

Decrease/(increase) in trade and other debtors

6,239,059

(2,489,043

)

(Decrease)/increase in trade and other creditors

(4,770,770

)

2,649,167

Cash generated from operations

5,224,672

2,549,605

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

11,239,701

7,383,587

Year ended 31 December 2023

31/12/23

1/1/23

£

£

Cash and cash equivalents

7,383,587

7,386,551

3.	Analysis of changes in net funds

Other

non-cash

At 1/1/24

Cash flow

changes

At 31/12/24

£

£

£

£

Net cash

Cash at bank

and in hand

7,383,587

3,856,114

11,239,701

7,383,587

3,856,114

11,239,701

Debt

Finance leases

(42,910

)

25,129

(85,672

)

(103,453

)

Debts falling due

within 1 year

(207,759

)

(20,391

)

29,233

(198,917

)

Debts falling due

after 1 year

(1,571,199

)

(82,147

)

(29,233

)

(1,682,579

)

(1,821,868

)

(77,409

)

(85,672

)

(1,984,949

)

Total

5,561,719

3,778,705

(85,672

)

9,254,752