REGISTERED NUMBER: 09329747 (England and Wales)

SPEIRA RECYCLING SERVICES UK HOLDCO LTD

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTOR AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED

31 DECEMBER 2024

Page

Company Information

1

Group Strategic Report

2

Report of the Director

3

Report of the Independent Auditors

4

Consolidated Income Statement

8

Consolidated Other Comprehensive Income

10

Consolidated Balance Sheet

11

Company Balance Sheet

12

Consolidated Statement of Changes in Equity

13

Company Statement of Changes in Equity

14

Consolidated Cash Flow Statement

15

Notes to the Consolidated Cash Flow Statement

16

Notes to the Consolidated Financial Statements

18

DIRECTOR:

D W Winsper

REGISTERED OFFICE:

10 Norwich Street

London

EC4A 1BD

REGISTERED NUMBER:

09329747 (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 director presents his strategic report of the company and the group for the year ended 31 December 2024.

REVIEW OF BUSINESS

After the divestment of operating subsidiaries in 2023, the group carries out no operational activities. Profit for the year was £330k (2023: Loss of £2,269k) mainly due to interest receivable on loans to the wider group. Net assets amounted to £12,583k (2023: £12,398k).

PRINCIPAL RISKS AND UNCERTAINTIES

After the divestment of operating subsidiaries in 2023, the group carries out no operational activities, therefore it is not exposed to risks and uncertainties.

STRATEGY AND FUTURE OUTLOOK

The company will be liquidated during 2025.

ON BEHALF OF THE BOARD:

D W Winsper - Director

30 September 2025

The director presents his report with the financial statements of the company and the group for the year ended 31 December 2024.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2024.

EVENTS SINCE THE END OF THE YEAR

Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTOR

D W Winsper held office during the whole of the period from 1 January 2024 to the date of this report.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing the Group Strategic Report, the Report of the Director and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is 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 director is 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 director is 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 him to ensure that the financial statements comply with the Companies Act 2006. He is 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 director is 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 he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors, Bevan Buckland LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

D W Winsper - Director

30 September 2025

Disclaimer of Opinion

We have audited the financial statements of Speira Recycling Services UK Holdco Ltd (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).

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).

We do not express an opinion on the accompanying financial statements of the company.

Because of the significance of the matter described in the basis for disclaimer of opinion section of our report, we have not been able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these financial statements.

Basis of Disclaimer of Opinion

As a result of the disposal of the trading subsidiaries in the prior year (comprising Swan Alloy (UK) Ltd, Speira Recycling Services Norway Holding AS and Speira Recycling Services Norway AS), the Directors have been unable to obtain full and accurate information for the trading activity and balance sheet for the disposed entities at the date of disposal.

Therefore, we have not been able to undertake audit work as required to satisfy our opinion on the comparative figures relating to the trading subsidiaries included in these consolidated financial statements.

As a result of these matters, we were unable to determine whether any adjustments might have been found necessary in respect of recorded or unrecorded income and expenditure, the calculation of the gains/losses on disposal and the elements making up the statement of comprehensive income. statement of changes in equity and statement of cash flows.

Material uncertainty relating to going concern

We draw attention to Note 2 of the financial statements which explains that it is the Directors intention and expectation that the Group will be dissolved in the near future and therefore do not consider it appropriate to adapt the going concern basis of accounting in preparing the financial statements. Accordingly, the financial statements have been prepared on a basis other than going concern as described in Note 2. Our opinion is not modified in respect of this matter.

Other information

The director is responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Director, 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

Because of the significance of the matter described in the basis for disclaimer of opinion section of our report, we have been unable to form an opinion, whether based on the work undertaken in the course of the audit:

-

the information given in the Group Strategic Report and the Report of the Director 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 Director have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

Notwithstanding our disclaimer of an opinion on the financial statements, in the light of the knowledge and understanding of the company and its environment obtained in the course of the audit performed subject to the pervasive limitation described above, we have not identified material misstatements in the [strategic report or the] directors’ report.

Arising from the limitation of our work referred to above:

-

we have not obtained all the information and explanations that we considered necessary for the purpose of our audit; and

-

we were unable to determine whether adequate accounting records have been kept.

-

returns adequate for our audit have not been received from trading subsidiaries or branches not visited by us; or

-

the financial statements are not in agreement with the accounting records and returns.

We have nothing to report in respect of the following matters in relation to which the Companies

Act 2006 requires us to report to you if, in our opinion:

-

certain disclosures of directors’ remuneration specified by law are not made; or

-

the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies’ exemptions in preparing the directors’ report and from the requirement to prepare a strategic report.

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 director's remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of director

As explained more fully in the Statement of Director's Responsibilities set out on page three, the director is 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 director determines 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 director is 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 director either intends to liquidate the group or the parent company or to cease operations, or has 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.

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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

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 for valuing work in progress 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 Company, 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.

Henry Lloyd Davies (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

30 September 2025

TURNOVER

3

-

-

-

Administrative expenses

-

(78

)

(78

)

OPERATING LOSS

5

-

(78

)

(78

)

Interest receivable and similar income

-

504

504

PROFIT BEFORE TAXATION

-

426

426

Tax on profit

8

-

(97

)

(97

)

PROFIT FOR THE FINANCIAL YEAR

-

329

329

Profit attributable to:

Owners of the parent

329

TURNOVER

3

-

19,321

19,321

Cost of sales

-

(16,155

)

(16,155

)

GROSS PROFIT

-

3,166

3,166

Distribution costs

-

(369

)

(369

)

Administrative expenses

-

(17,322

)

(17,322

)

OPERATING LOSS

5

-

(14,525

)

(14,525

)

Profit/loss on sale of tang fa

6

-

13,043

13,043

-

(1,482

)

(1,482

)

Interest receivable and similar income

-

499

499

Interest payable and similar expenses

7

-

(94

)

(94

)

LOSS BEFORE TAXATION

-

(1,077

)

(1,077

)

Tax on loss

8

-

(105

)

(105

)

LOSS FOR THE FINANCIAL YEAR

-

(1,182

)

(1,182

)

Loss attributable to:

Owners of the parent

(1,182

)

PROFIT/(LOSS) FOR THE YEAR

329

(1,182

)

OTHER COMPREHENSIVE INCOME

Currency Translation

-

(132

)

Disposal of subsidiary

-

(597

)

Income tax relating to components of other comprehensive income

-

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

-

(729

)

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

329

(1,911

)

Total comprehensive income attributable to:

Owners of the parent

329

(1,911

)

CURRENT ASSETS

Debtors

12

12,645

12,391

Cash at bank

206

35

12,851

12,426

CREDITORS

Amounts falling due within one year

13

124

28

NET CURRENT ASSETS

12,727

12,398

TOTAL ASSETS LESS CURRENT LIABILITIES

12,727

12,398

CAPITAL AND RESERVES

Called up share capital

14

1

1

Share premium

15

23,934

23,934

Retained earnings

15

(11,208

)

(11,537

)

SHAREHOLDERS' FUNDS

12,727

12,398

The financial statements were approved by the director and authorised for issue on 30 September 2025 and were signed by:

D W Winsper - Director

FIXED ASSETS

Investments

11

4,906

4,906

CURRENT ASSETS

Debtors

12

7,405

7,181

Cash at bank

16

35

7,421

7,216

CREDITORS

Amounts falling due within one year

13

45

14

NET CURRENT ASSETS

7,376

7,202

TOTAL ASSETS LESS CURRENT LIABILITIES

12,282

12,108

CAPITAL AND RESERVES

Called up share capital

14

1

1

Share premium

15

23,934

23,934

Retained earnings

15

(11,653

)

(11,827

)

SHAREHOLDERS' FUNDS

12,282

12,108

Company's profit/(loss) for the financial year

174

(13,100

)

The financial statements were approved by the director and authorised for issue on 30 September 2025 and were signed by:

D W Winsper - Director

Called up

share

Retained

Share

Other

Total

capital

earnings

premium

reserves

equity

£'000

£'000

£'000

£'000

£'000

Balance at 1 January 2023

1

(10,355

)

23,934

729

14,309

Changes in equity

Total comprehensive income

-

(1,182

)

-

(729

)

(1,911

)

Balance at 31 December 2023

1

(11,537

)

23,934

-

12,398

Changes in equity

Total comprehensive income

-

329

-

-

329

Balance at 31 December 2024

1

(11,208

)

23,934

-

12,727

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£'000

£'000

£'000

£'000

Balance at 1 January 2023

1

1,273

23,934

25,208

Changes in equity

Total comprehensive income

-

(13,100

)

-

(13,100

)

Balance at 31 December 2023

1

(11,827

)

23,934

12,108

Changes in equity

Total comprehensive income

-

174

-

174

Balance at 31 December 2024

1

(11,653

)

23,934

12,282

Cash flows from operating activities

Cash generated from operations

1

(332

)

(234

)

Interest paid

-

(94

)

Tax paid

(1

)

(105

)

Net cash from operating activities

(333

)

(433

)

Cash flows from investing activities

Purchase of tangible fixed assets

-

(336

)

Sale of fixed asset investments

-

(12,897

)

Proceeds from disposal of Swan Alloy

-

6,312

Proceeds from disposal of Norwegian subs

-

4,682

Cash transfer on disposal of Swan Alloy

-

(8,818

)

Cash transfer on disposal of Norway

-

(2,286

)

Forex movement on Norway subs

-

(252

)

Interest received

504

499

Net cash from investing activities

504

(13,096

)

Increase/(decrease) in cash and cash equivalents

171

(13,529

)

Cash and cash equivalents at beginning of year

2

35

13,564

Cash and cash equivalents at end of year

2

206

35

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

2024

2023

as restated

£'000

£'000

Profit/(loss) before taxation

426

(1,077

)

Depreciation charges

-

218

Loss on disposal of fixed assets

-

12,897

Gain/Loss on sale of Swan Alloy

-

12,312

Gain/Loss on sale of Norway subs

-

(2,893

)

Provision movement

-

(622

)

Finance costs

-

94

Finance income

(504

)

(499

)

(78

)

20,430

Increase in stocks

-

(1,673

)

Increase in trade and other debtors

(250

)

(21,127

)

(Decrease)/increase in trade and other creditors

(4

)

2,136

Cash generated from operations

(332

)

(234

)

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

£'000

£'000

Cash and cash equivalents

206

35

Year ended 31 December 2023

31.12.23

1.1.23

as restated

£'000

£'000

Cash and cash equivalents

35

13,564

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.1.24

Cash flow

At 31.12.24

£'000

£'000

£'000

Net cash

Cash at bank

35

171

206

35

171

206

Total

35

171

206

4.	DISPOSAL OF BUSINESS

During the prior year the Group disposed of Swan Alloy (UK) Ltd for proceeds of £6,3m. The assets and liabilities transferred out of the Group as part of this disposal have been included within the gain/loss on this disposal. Cash of £8.8m was transferred out of the Group as part of this disposal.

During the prior year the Group disposed of 2 Norwegian indirect subsidiaries (Speira Recycling Services Norway Holding AS and Speira Recycling Services Norway AS). The proceeds for these companies was £4.6m. The assets and liabilities transferred out of the Group as part of this disposal have been included within the gain/loss on this disposal. Cash of £2.3m was transferred out of the Group as part of this disposal.

5.	OTHER CASHFLOW NOTES

Swan Alloy (UK) Ltd and the Norwegian subsidiaries were disposed of during the prior financial year, as a result of this disposal the full financial information is not available to the Directors of the current Group. The Directors have taken the view to estimate the cashflow statement using the limited information available, they are satisfied that the opening and closing cash balances are accurate, however the actual breakdown of the cash movements in the year may differ from the figures used in this cashflow statement.

1.	STATUTORY INFORMATION

Speira Recycling Services UK Holdco 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 General Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

The group financial statements consolidate the financial statements of Speira Recycling Services UK Holdco Limited (formerly Real Alloy UK Holdco Ltd.) and all its subsidiary undertakings for the year ended 31 December 2024.

Consolidation Basis

The consolidated figures for the Group comprise the results of the Group companies listed below for the full year or otherwise up until disposal of the Group entity.

The Entities comprising the consolidated accounts are as follows:

- Speira Recycling Services UK Holdco Limited - fully consolidated

- Speira Recycling Services UK Acquireco Limited - fully consolidated

- Swan Alloy (UK) Ltd - Consolidated up to point of disposal (11/04/2023)

- Speira Recycling Services Norway Holding AS - Consolidated up to point of disposal (31/03/2023)

- Speira Recycling Services Norway AS - Consolidated up to point of disposal (31/03/2023)

Upon disposal of the 3 entities noted above in the prior year, the full and complete financial information has not been available to the Directors of the Group. In the absence of complete and accurate information, the Directors have taken the view to consolidate the figures for the trade and assets up to disposal of these entities, using the information limited available.

As a result, the Directors acknowledge that the actual results for Turnover, Expenditure, Gain/Loss on sales of Investments, additions and disposals of assets and cashflow statement notes may differ from those reported in this consolidated set of accounts.

The Directors are satisfied that the Balance Sheet figures for the prior year are materially accurate, however the movement reported within the prior year may not be accurate as a result of the limited information available on the results of the subsidiaries up to dates of disposal.

Going concern

The Group as at 31st December 2024 comprises only Speira Recycling Services UK Holdco Limited and Speira Recycling Services UK Acquireco Ltd, neither of which are a trading company. The expectation of the Directors is that this Group will be dissolved in the next 12 months, once all loans provided to foreign Group companies are collected.

The directors do not expect the company to continue as a going concern; hence the financial statements are prepared on a basis other than going concern in line with the requirements of FRS102. In accordance with FRS 102, these financial statements are prepared on a basis other than going concern to reflect the fact that trading has ceased. In adopting a basis other than going concern, the following policies were implemented;

All current assets have been disclosed at values at which they are expected to be realised. All liabilities reflect the full amount at which they are expected to materialise.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

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

During the year, balances owed to the Group from the wider European Group totalling £5m were forgiven and written off to the P&L account. This balance write off is included in Administration expenses on the Consolidated Income Statement.

Turnover

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

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

-

the Group has transferred the significant risks and rewards of ownership to the buyer;

-

the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

-

the amount of revenue can be measured reliably;

-

it is probable that the Group will receive the consideration due under the transaction; and

-

the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Tangible fixed assets

Tangible fixed assets Tangible fixed assets are stated at cost less depreciation. Depreciation is provided at rates calculated to write off the cost of fixed assets, less their estimated residual value over their expected useful lives at the following rates:

Short leasehold buildings - 2.5% straight line or over the lease term

Plant and equipment - 5-20% straight line

Buildings and sites - 5% straight line

No depreciation is charged on assets under construction.

The carrying values of tangible fixed assets are reviewed for impairment when events or changes in circumstances indicate the carrying value may not be recoverable.