REGISTERED NUMBER: 06433165 (England and Wales)

GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30TH JUNE 2025

FOR

ELLAND STEEL STRUCTURES (UK) LIMITED

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Consolidated Income Statement

9

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

17

DIRECTORS:

K Denham

Mrs D M Denham

M Denham

A Denham

A Sutcliffe

SECRETARY:

A Denham

REGISTERED OFFICE:

Philmar House

Gibbet Street

Halifax

West Yorkshire

HX2 0AR

REGISTERED NUMBER:

06433165 (England and Wales)

AUDITORS:

Cresswells Accountants (UK) Limited

Chartered Accountants

and Statutory Auditors

12 Market Street

Hebden Bridge

West Yorkshire

HX7 6AD

The directors present their strategic report of the company and the group for the year ended 30th June 2025.

The principal activity of the company continues to be the design, detailing, fabrication, supply and installation of structural steelwork frames for the construction industry for our clients, namely Tier 1 Principal Contractors. In addition, the company manages sub-contractors supplying precast flooring, metal decking, steel stairs and edge protection.

The directors foresee no major changes in the nature of the company's activities for the next financial year ending 30 June 2026.

REVIEW OF BUSINESS

Turnover for the year ending 30th June 2025 was £17.9 million, circa 21.8% lower than the previous year. The decrease in turnover is not what we had hoped for, but the market has been very challenging. It is our understanding that the market for structural steelwork in tonnage in the UK has dipped by 13% for the same period, which also means that the market rate has also reduced on the back of this reduction in the tonnage.

We continue to be fully supported by our bankers, Barclays PLC, who have been our bankers for over fifty years.

Elland Steel continues to deliver quality steelwork contracts nationwide for a variety of clients, with order values ranging from £50k up to in the order of £9 million. The company continues to deliver structural steelwork packages for office blocks, portal framed buildings, schools, universities and the MOD.

KEY PERFORMANCE INDICATORS

The company's key performance indicators during the year were as follows:

2025

2024

Change

Turnover

£17.9m

£22.9m

£(5.0m

)

Gross Profit

£3.1m

£3.4m

£(0.3m

)

Gross Profit Margin

17.3%

14.8%

2.5

Operating Profit

£0.7m

£0.9m

£(0.2m

)

Operating Profit Margin

3.9%

3.9%

0.0

PRINCIPAL RISKS AND UNCERTAINTIES

Staffing levels are very similar to the previous year, we are recruiting throughout the business. Profits made for the year ending 30th June 2025 will trigger our employee wide bonus scheme to pay out in the final calendar quarter of 2025.

We think the market will continue to be challenging for the next financial year ending 30th June 2026 and our forecast is turnover will be in the regions of 10% higher than the year ending 30th June 2025. We are more confident for the year after.

The company is expecting traditional, manageable increases in the price of steel for the rest of this year and into 2026.

FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The group's operation expose it to a variety of financial risks that include the effects of credit risk. It is Elland Steel Structures Limited's policy only to accept work for clients where our financial exposure is insured up to 95% by credit insurance.

The group has in place with Barclays Bank Plc an overdraft facility of £2 million.

Barclays also provide a facility for retention and performance bonds on the contracts held. The amounts held at the year end in respect of these bonds was as follows:

2025

2024

£

£

Retention Bonds

-

746,271

STRATEGY AND FUTURE OUTLOOK

The market is still very challenging; there seems to be long delays in starting contracts due to the Gateway 2 process. Investors do seem to be in a waiting pattern, considering the various uncertainties politically world-wide and this is resulting in clients waiting before they commit to build. The market price for structural steelwork is as low as it can be whilst still maintaining a financial sustainable product, as a result we are expecting the market rate for structural steelwork to increase. Therefore, we are expecting a slight increase in turnover to £19m and a slight increase in profit before tax of £1m for the year ending 30th June 2026.

In January 2025, the company commenced the installation of a state of the art Zeman robotic assembly and welding machine. We are expecting that this machine will be able to fabricate and weld up to 70% of our work in the future.

We are active members of our trade association, the BCSA and we are kept well informed of all future legislation, changes in Health, Safety and Environmental good practices. The company is also assessed by Achilles, Construction Line and the SCCS annually to independently audit our internal systems. Our chairman is a Past President of the BCSA and is currently a Vice-President of the association. In addition, our chairman is a current director of the SCCS.

FUTURE DEVELOPMENTS

We are active members of our trade association, the BCSA and we are kept well informed of all future legislation and requirements for the future. The company is also assessed by Achilles and Construction Line annually.

ON BEHALF OF THE BOARD:

M Denham - Director

17th October 2025

The directors present their report with the financial statements of the company and the group for the year ended 30th June 2025.

DIVIDENDS

Interim dividends totalling £51.18869 per share were paid during the year. The directors recommend that no final dividend be paid.

The total distribution of dividends for the year ended 30th June 2025 will be £ 511,887 .

DIRECTORS

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

K Denham

Mrs D M Denham

M Denham

A Denham

A Sutcliffe

DISCLOSURE IN THE STRATEGIC REPORT

The company and group's review of business is set out in the Strategic Report, and the future developments are set out in the strategy and future outlook section of the Strategic Report in accordance with S414C(11) of the Companies Act 2006 as the directors consider these to be of strategic importance to the company.

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), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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, Cresswells Accountants (UK) Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

M Denham - Director

17th October 2025

Opinion

We have audited the financial statements of Elland Steel Structures (UK) Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30th June 2025 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 30th June 2025 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 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:

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

-

we obtained an understanding of the legal and regulatory frameworks applicable to the Company and the sector in which it operates. We determined the following laws and regulations were most significant: The Companies Act 2006, FRS 102 and Health and Safety Act.

-

we obtained an understanding of how the Company is complying with those legal and regulatory frameworks by making inquiries to the management.

-

we assessed the susceptibility of the company's financial statements to material misstatement including how fraud might occur. Audit procedures performed by the audit team included:

-

identifying and assessing the design effectiveness of controls management has in place to prevent and detect fraud.

-

understanding how those charged with governance considered and addressed the potential of override of controls or other inappropriate influence over the financial reporting process.

-

challenging assumptions and judgements made by management in its significant accounting estimates.

-

identifying and testing journal entries.

-

assessing the extent of compliance with the relevant laws and regulations.

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

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.

Sarah Helliwell BFP ACA FCCA FMAAT (Senior Statutory Auditor)

for and on behalf of Cresswells Accountants (UK) Limited

Chartered Accountants

and Statutory Auditors

12 Market Street

Hebden Bridge

West Yorkshire

HX7 6AD

17th October 2025

TURNOVER

3

17,879,970

22,902,458

Cost of sales

14,740,874

19,545,981

GROSS PROFIT

3,139,096

3,356,477

Administrative expenses

2,932,893

2,411,898

206,203

944,579

Other operating income

400

179

OPERATING PROFIT

5

206,603

944,758

Impairment of goodwill on consolidation

6

-

559,343

206,603

385,415

Income from fixed asset investments

-

1

Interest receivable and similar income

22,527

56,873

22,527

56,874

229,130

442,289

Interest payable and similar expenses

7

36,168

59,473

PROFIT BEFORE TAXATION

192,962

382,816

Tax on profit

8

188,243

188,916

PROFIT FOR THE FINANCIAL YEAR

4,719

193,900

Profit attributable to:

Owners of the parent

4,719

193,900

PROFIT FOR THE YEAR

4,719

193,900

OTHER COMPREHENSIVE INCOME

Reserve transfer as result of the

amounts written off goodwill

-

8,000,000

Income tax relating to other comprehensive income

-

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

-

8,000,000

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

4,719

8,193,900

Total comprehensive income attributable to:

Owners of the parent

4,719

8,193,900

FIXED ASSETS

Intangible assets

11

1,789,897

2,237,371

Tangible assets

12

5,510,547

3,643,924

Investments

13

-

-

7,300,444

5,881,295

CURRENT ASSETS

Stocks

14

22,091

74,455

Debtors

15

2,256,253

4,248,303

Cash at bank and in hand

43,960

1,719,021

2,322,304

6,041,779

CREDITORS

Amounts falling due within one year

16

2,958,443

4,982,879

NET CURRENT (LIABILITIES)/ASSETS

(636,139

)

1,058,900

TOTAL ASSETS LESS CURRENT LIABILITIES

6,664,305

6,940,195

CREDITORS

Amounts falling due after more than one year

17

(12,000

)

(12,400

)

PROVISIONS FOR LIABILITIES

20

(337,960

)

(106,282

)

NET ASSETS

6,314,345

6,821,513

CAPITAL AND RESERVES

Called up share capital

21

10,000

10,000

Revaluation reserve

22

1,326,628

1,326,628

Merger reserve

22

2,103,445

2,103,445

Retained earnings

22

2,874,272

3,381,440

SHAREHOLDERS' FUNDS

6,314,345

6,821,513

The financial statements were approved by the Board of Directors and authorised for issue on 17th October 2025 and were signed on its behalf by:

M Denham - Director

FIXED ASSETS

Intangible assets

11

-

-

Tangible assets

12

-

-

Investments

13

12,000,001

12,000,001

12,000,001

12,000,001

CURRENT ASSETS

Debtors

15

-

1,800

Cash at bank

3,216

3,257

3,216

5,057

CREDITORS

Amounts falling due within one year

16

6,676,526

6,679,841

NET CURRENT LIABILITIES

(6,673,310

)

(6,674,784

)

TOTAL ASSETS LESS CURRENT LIABILITIES

5,326,691

5,325,217

CAPITAL AND RESERVES

Called up share capital

21

10,000

10,000

Merger reserve

22

2,103,445

2,103,445

Retained earnings

22

3,213,246

3,211,772

SHAREHOLDERS' FUNDS

5,326,691

5,325,217

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

513,361

(7,701,299

)

The financial statements were approved by the Board of Directors and authorised for issue on 17th October 2025 and were signed on its behalf by:

M Denham - Director

Called up

share

Retained

Share

capital

earnings

premium

£

£

£

Balance at 1st July 2023

10,000

(4,472,307

)

10,103,445

Changes in equity

Dividends

-

(339,970

)

-

Total comprehensive income

-

8,193,900

-

Fair value adjustment

-

(183

)

-

Reclassification

-

-

(10,103,445

)

Balance at 30th June 2024

10,000

3,381,440

-

Changes in equity

Dividends

-

(511,887

)

-

Total comprehensive income

-

4,719

-

Balance at 30th June 2025

10,000

2,874,272

-

Fair

Revaluation

Merger

value

Total

reserve

reserve

reserve

equity

£

£

£

£

Balance at 1st July 2023

1,326,628

-

(183

)

6,967,583

Changes in equity

Dividends

-

-

-

(339,970

)

Total comprehensive income

-

(8,000,000

)

-

193,900

Fair value adjustment

-

-

183

-

Reclassification

-

10,103,445

-

-

Balance at 30th June 2024

1,326,628

2,103,445

-

6,821,513

Changes in equity

Dividends

-

-

-

(511,887

)

Total comprehensive income

-

-

-

4,719

Balance at 30th June 2025

1,326,628

2,103,445

-

6,314,345

Called up

share

Retained

Share

capital

earnings

premium

£

£

£

Balance at 1st July 2023

10,000

3,253,224

10,103,445

Changes in equity

Dividends

-

(339,970

)

-

Total comprehensive income

-

298,701

-

Fair value adjustment

-

(183

)

-

Reclassification

-

-

(10,103,445

)

Balance at 30th June 2024

10,000

3,211,772

-

Changes in equity

Dividends

-

(511,887

)

-

Total comprehensive income

-

513,361

-

Balance at 30th June 2025

10,000

3,213,246

-

Fair

Merger

value

Total

reserve

reserve

equity

£

£

£

Balance at 1st July 2023

-

(183

)

13,366,486

Changes in equity

Dividends

-

-

(339,970

)

Total comprehensive income

(8,000,000

)

-

(7,701,299

)

Fair value adjustment

-

183

-

Reclassification

10,103,445

-

-

Balance at 30th June 2024

2,103,445

-

5,325,217

Changes in equity

Dividends

-

-

(511,887

)

Total comprehensive income

-

-

513,361

Balance at 30th June 2025

2,103,445

-

5,326,691

Cash flows from operating activities

Cash generated from operations

1

881,315

2,031,696

Interest paid

(36,168

)

(59,473

)

Tax paid

(162,708

)

9,015

Net cash from operating activities

682,439

1,981,238

Cash flows from investing activities

Purchase of tangible fixed assets

(2,228,033

)

(110,881

)

Sale of tangible fixed assets

11,704

36,400

Interest received

22,527

56,873

Dividends received

-

1

Net cash from investing activities

(2,193,802

)

(17,607

)

Cash flows from financing activities

Loan repayments in year

-

(537,037

)

Amount introduced by directors

101,000

-

Amount withdrawn by directors

-

(500,000

)

Equity dividends paid

(511,887

)

(339,970

)

Net cash from financing activities

(410,887

)

(1,377,007

)

(Decrease)/increase in cash and cash equivalents

(1,922,250

)

586,624

Cash and cash equivalents at beginning of year

2

1,719,021

1,132,397

Cash and cash equivalents at end of year

2

(203,229

)

1,719,021

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

2025

2024

£

£

Profit before taxation

192,962

382,816

Depreciation charges

784,785

159,821

Loss/(profit) on disposal of fixed assets

12,395

(25,003

)

Impairment of goodwill on consolidation

-

559,343

Government grants

(400

)

(400

)

Finance costs

36,168

59,473

Finance income

(22,527

)

(56,874

)

1,003,383

1,079,176

Decrease in stocks

52,364

44,312

Decrease/(increase) in trade and other debtors

2,104,763

(293,297

)

(Decrease)/increase in trade and other creditors

(2,279,195

)

1,201,505

Cash generated from operations

881,315

2,031,696

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 30th June 2025

30.6.25

1.7.24

£

£

Cash and cash equivalents

43,960

1,719,021

Bank overdrafts

(247,189

)

-

(203,229

)

1,719,021

Year ended 30th June 2024

30.6.24

1.7.23

£

£

Cash and cash equivalents

1,719,021

1,132,397

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

At 1.7.24

Cash flow

At 30.6.25

£

£

£

Net cash

Cash at bank and in hand

1,719,021

(1,675,061

)

43,960

Bank overdrafts

-

(247,189

)

(247,189

)

1,719,021

(1,922,250

)

(203,229

)

Total

1,719,021

(1,922,250

)

(203,229

)