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Registration number: 1991207

Van Leeuwen Limited
Annual Report and Financial Statements
for the Year Ended 31 December 2024

Van Leeuwen Limited

Contents

Company Information | 1
Strategic Report | 2 to 9
Director's Report | 10 to 11
Statement of Director's Responsibilities | 12
Independent Auditor's Report | 13 to 16
Profit and Loss Account | 17
Statement of Comprehensive Income | 18
Balance Sheet | 19
Statement of Changes in Equity | 20
Notes to the Financial Statements | 21 to 45

Van Leeuwen Limited

Company Information

Director | K K Bowling

Registered office | The Deckhouse The Waterfront Brierley Hill DY5 1LW

Solicitors | Higgs & Sons 3 Waterfront Business Park Brierley Hill West Midlands DY5 2SX

Auditors | Ernst & Young LLP Registered Auditors1 Colmore Square Birmingham B4 6HQ

Van Leeuwen Limited

Strategic Report for the Year Ended 31 December 2024

The director presents his strategic report for the year ended 31 December 2024.

Principal activity

The principal activity of the company is that of steel stockholders, selling mainly to customers in the Industry and Energy sector.

Fair review of the business

The market conditions during 2024 were challenging, with decreasing prices, reduced demand and consistent margin pressure the theme of the year.
During 2024, volumes from the Mechanical Engineering and Hydraulics sector continued at the lower levels witnessed during the second half of 2023 and is driven by reduced demand from the Agricultural and Construction sectors. A large part of the company's volumes into these sectors is classified as distribution business, in other words, primarily based on deliveries from stock. Reducing prices from most of the supply base, increased pressure on margins on sales from stock. Important factors from this customer base are service, reliability, product range and the skills and advice provided by the commercial teams. With efficiency improvement focus on all these areas the company was able to maintain the high level of service required at a reduced cost base supporting the retention of existing market share.
Market demand from the Process and Power sector remained reasonably positive during 2024. Some restructuring of the team responsible for sales to this sector took place during the year, with the focus on a mixture of stock sales development and technical package building. These adjustments will support the company in its ambitions to grow further in this sector.
2024 was the centennial year for the Van Leeuwen Pipe and Tube Group, which was marked in the Netherlands with the receipt of the Royal Designation. This is a great honour and recognition of Van Leeuwen’s over the past 100 years and underlines the Groups strength and stability.
During the year the Company was successfully awarded ISO45001 and ISO14001 certification for Health & Safety and Environmental Management Systems respectively.
The Company continued its focus on brand awareness with various activities, including professional social media platforms.
The Company purchased the Middlesbrough warehousing site after many years of leasing. Significant investments are planned over the coming years to further develop the company’s largest facility.
Costs were strictly controlled, with many adjustments made during the year to align the Companies Operational Expenditure with the levels of demand despite inflationary pressures and Working Capital was carefully managed.
Following the decision to enter into a buy out of the companies DB Pension scheme made in 2023, further significant provisions were made during 2024 to cover the associated costs.
Excluding this provision, the reduction in Operational Expenditure achieved throughout the year would have been sufficient to offset the reduced margins recovered.

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

Financial KPIs | Unit | 2024 | 2023
Turnover | £ | 60,905,823 | 78,971,901
Operating (loss)/profit | £ | (1,120,138) | 2,426,267

Van Leeuwen Limited

Strategic Report for the Year Ended 31 December 2024 (continued)

Principal risks and uncertainties

The company manages competitive trading risk by providing added value services to its customer base, having fast response times not only in supplying products but in handling all customer queries, and by maintaining strong relationships with its customers.
Appropriate credit control procedures are followed where credit risk is perceived for example, the company carefully assesses credit limit per customer and aims to get 95% of debt insured.
The company's functional currency is Sterling, but certain sales and purchases are carried out in Euros and US Dollars. Some currency transactions are covered by forward currency contracts to minimise risk in this area but at the year-end hedges are minimal therefore there is exposure to foreign currency movements.
The liquidity ratio is 1.9 which indicates a good position on liquidity, with external short-term creditors and bank overdraft covered by receivables and cash. The company manages its liquidity using its own cash, bank overdraft facilities and if required inter-company borrowings.
It has been proven that Duty and trade tariffs had a minimum impact on our normal trading. Import and export activity has been managed through the appointment of a 3rd party business partner.
There are no other material exposures of the company relating to price risk and cash flow risk which is material for the assessment of the assets, liabilities, financial position and profit of the company.

Van Leeuwen Limited

Strategic Report for the Year Ended 31 December 2024 (continued)

Section 172(1) statement

The Companies (Miscellaneous Reporting) Regulations 2018 (the "Regulations") have been in force with effect from I January 2019. The Regulations aim to extend sustainable and responsible governance practice beyond listed companies to private limited companies. Amongst other things, the Regulations require the Company to report how the directors of the Company have considered their duties under section 172 (of the Companies Act 2006 (the "Act")) ("Section 172"), to promote the success of the Company, during the reporting period.
The Director has ensured compliance with their duties under s.172 in relation to the Company and its various stakeholders, including its investors, workforce, customer and suppliers, local community and the environment. As a wholly-owned subsidiary of the Van Leeuwen Pipe & Tube Group, the Company has a sole member. Engagement with the Company's stakeholders has informed the way in which the Director has discharged their duties as detailed below. Where the individual Director is not directly involved in the processes described below, regular feedback and discussions are held with the relevant management teams, including Board meetings and operational review meetings. The Director has oversight of the running of the Company, including through regular reviews of the contract performance and consideration of potential risks and opportunities.
The main purpose of the Company is to process and distribute carbon and stainless steel pipe, tube and associated products, in a manner which provides an appropriate return for its shareholder whilst providing a valuable contribution to the local community both as a key employer of local residents and through wider contributions to the community. The Company interacts on a continuous basis with employees and its shareholder and has regular and frequent engagement with its main customers and other stakeholders.
Principal Decisions
Where a Company meets the relevant thresholds under The Companies (Miscellaneous Reporting) Regulations 2018, it is required to explain in its strategic report and on its website how its directors have considered and applied their statutory duty to promote the success of the Company under Section 172.
Matters determined to be principal decisions should be strategic, commercially material and impact the Company's stakeholders. In addition, any matter that required Board or Shareholder approval, as set out under the Board and Shareholder's schedules of reserved matters, is to be considered principal in nature.
Set out below are the principal decisions made on behalf of the Company during the reporting period :
• The board approved the acquisition of the Middlesbrough warehousing facility during the fourth quarter of 2024.
How were stakeholders considered
The purchase of the Middlesbrough site will benefit the company in many ways. This level of investment demonstrates to all stakeholders the companies long term commitment to development of the UK & Irish business interests. Over the long term the reduction in lease costs will reduce the Operating Expenditure of the business.

Van Leeuwen Limited

Strategic Report for the Year Ended 31 December 2024 (continued)

Engagement with employees

Workforce (past and present)
Current Employee Engagement
One of the Company's core values is employee engagement, including "Making more Together" and "1Leeuwen". Strategic presentations have been delivered and discussed and the results of these have highlighted areas which the Company needs to focus on in the future.
Along with the employee engagement initiatives, the Company has also continued to engage with the workforce through regular team updates, the output of which are considered at Board meetings.
With this variety of communication, the Company is engaging our workforce, we are committed to lead in a way that empowers, develops, and involves, treating every employee as a stakeholder to the business.
Post-retirement benefits
The Company provides post-retirement pension provisions for both its current employees and in respect of previous employees, through a combination of defined benefit and defined contribution pension schemes. The Company works very closely with the Scheme Administrators, Actuaries, member nominated trustees and employer nominated trustees.
Trustee meetings are held on a regular basis throughout the year and ensure all legal reporting requirements have been met along with identifying any upcoming new legislation, funding requirements, update on employer covenants, PPF Levy updates, governance and any other appropriate pension matters. Where urgent matters arise outside of the meeting dates, telephone conference calls take place.
During the Trustee meetings the pension administrator reports on key metrics associated with the relevant scheme, including for example cashflow and investments, feedback from pensioners and statutory reporting requirements.
In respect of defined benefit schemes, which are closed in 2000, the Trustees also have a defined list of objectives for the investment strategy that is regularly reviewed, a business plan covering key timelines for the upcoming 12 months and a Risk Register being utilised to help prioritise objectives. All Trustees also maintain their Trustee Knowledge on current issues and forthcoming events through online and in person training.
The Board approved the option of a defined benefit pension buy-out in 2023, which progressed through 2024. Likely completion end 2025/early 2026.
In relation to the Virgin Media case, the director is fully aware of the case and it is being reviewed in detail as part of the buy out process for the defined benefit pension scheme.

Van Leeuwen Limited

Strategic Report for the Year Ended 31 December 2024 (continued)

Engagement with suppliers, customers and other relationships
Investors
The Company is part of the Van Leeuwen Pipe & Tube Group (the "Group") and as such the Director has ensured that the strategy, values and policies of the Group have been adopted.
Central to the trust between a Company and its investors is the commitment to principled corporate governance.
In order to ensure compliance, the Company's Corporate Compliance Program is designed to promote an ethical and compliant culture, which in turn, minimizes the risk of criminal and financial liability.
The Company's Compliance Program consists of various policies, including the Code of Business Conduct and Ethics, conflicts of interest, anti-corruption, gifts and entertainment, among others. The Company has a Compliance Committee consisting of senior management who meet regularly to provide oversight to and assess the effectiveness of the program. In addition, compliance program activities are reviewed with the Company's Director.
The Company also has a detailed code of conduct policy. The Code is the foundation of the Compliance Program and serves as a key element of the Company's governance, risk management and compliance efforts.
Management financial reporting is also a key focus of corporate management. Financial reporting is submitted monthly and is reviewed by operational and financial senior management. Regular forecasts are also calculated to provide a detailed plan of Company performance for the current year. The financial results are reviewed by Group management on a monthly basis. The outcome of these performance measures are critical in strategic and operational decision making.
Customer
The customer is a key consideration in many management decisions.
Focus on providing the customer base a competitive, quality product on time, first time is the priority of the organisation.
Commercial pricing and customer settlements are negotiated and agreed with the customer to ensure sales recoveries are in line with both parties expectations. Regular meetings are held to agree pricing for component changes.
As a supplier the Company receives orders and production schedules on a daily basis from the customer base. These orders/schedules provide the basis for operations management with key information relating to production planning decisions including labour resource requirements. These decisions ensure that the product is delivered to the customer at the right place at the right time.
Product quality is a priority in management decision making. There are regular Quality reviews with the customer to ensure that Company's quality rating is best in class. In the event that Quality issues arise, there are also discussions regarding the resolution directly with the customer.
Supplier
The Company is committed to being a supplier of choice to its customers by providing superior products while displaying excellence in quality, innovation, delivery, service, and competitiveness. As an extension of our operations, we expect our supply base to share this commitment. Only this commitment will allow all of us to successfully operate in today's competitive environment.
We seek to establish strong supplier relationships with a high degree of integrity and corporate ethics. In return, our intention is to operate fairly and to make decisions based solely on overall value to the Company. We will not allow any inappropriate influence to compromise or sway our decisions. It is expected that this commitment is also made by our suppliers to those further down the supply chain.
Global procedures are in place to ensure suppliers are selected on a sustainable basis including a review of Financial and Quality stability including adherence to quality and environmental standards.
Regular reviews of existing supplier performance are undertaken.

Van Leeuwen Limited

Strategic Report for the Year Ended 31 December 2024 (continued)

Engagement with suppliers, customers and other relationships
Investors
The Company is part of the Van Leeuwen Pipe & Tube Group (the "Group") and as such the Director has ensured that the strategy, values and policies of the Group have been adopted.
Central to the trust between a Company and its investors is the commitment to principled corporate governance.
In order to ensure compliance, the Company's Corporate Compliance Program is designed to promote an ethical and compliant culture, which in turn, minimizes the risk of criminal and financial liability.
The Company's Compliance Program consists of various policies, including the Code of Business Conduct and Ethics, conflicts of interest, anti-corruption, gifts and entertainment, among others. The Company has a Compliance Committee consisting of senior management who meet regularly to provide oversight to and assess the effectiveness of the program. In addition, compliance program activities are reviewed with the Company's Director.
The Company also has a detailed code of conduct policy. The Code is the foundation of the Compliance Program and serves as a key element of the Company's governance, risk management and compliance efforts.
Management financial reporting is also a key focus of corporate management. Financial reporting is submitted monthly and is reviewed by operational and financial senior management. Regular forecasts are also calculated to provide a detailed plan of Company performance for the current year. The financial results are reviewed by Group management on a monthly basis. The outcome of these performance measures are critical in strategic and operational decision making.
Customer
The customer is a key consideration in many management decisions.
Focus on providing the customer base a competitive, quality product on time, first time is the priority of the organisation.
Commercial pricing and customer settlements are negotiated and agreed with the customer to ensure sales recoveries are in line with both parties expectations. Regular meetings are held to agree pricing for component changes.
As a supplier the Company receives orders and production schedules on a daily basis from the customer base. These orders/schedules provide the basis for operations management with key information relating to production planning decisions including labour resource requirements. These decisions ensure that the product is delivered to the customer at the right place at the right time.
Product quality is a priority in management decision making. There are regular Quality reviews with the customer to ensure that Company's quality rating is best in class. In the event that Quality issues arise, there are also discussions regarding the resolution directly with the customer.
Supplier
The Company is committed to being a supplier of choice to its customers by providing superior products while displaying excellence in quality, innovation, delivery, service, and competitiveness. As an extension of our operations, we expect our supply base to share this commitment. Only this commitment will allow all of us to successfully operate in today's competitive environment.
We seek to establish strong supplier relationships with a high degree of integrity and corporate ethics. In return, our intention is to operate fairly and to make decisions based solely on overall value to the Company. We will not allow any inappropriate influence to compromise or sway our decisions. It is expected that this commitment is also made by our suppliers to those further down the supply chain.
Global procedures are in place to ensure suppliers are selected on a sustainable basis including a review of Financial and Quality stability including adherence to quality and environmental standards.
Regular reviews of existing supplier performance are undertaken.

Van Leeuwen Limited

Strategic Report for the Year Ended 31 December 2024 (continued)

Non-financial and sustainability information

Energy and carbon report

This report meets the climate-related financial disclosure requirements per the Companies (Strategic Report) (Climate-related Financial Disclosure) Regulations 2022 and is in line with the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD), which was established by the Financial Stability Board with the aim of improving the reporting of climate-related risks and opportunities.

Metrics and targets

The decrease in usage is largely proportionate to the decrease in revenue in the period. Various studies and surveys have been carried out by a third party to make suggestions on how to save energy and go greener. Two projects have been initiated that will see our operations replace the existing lighting with LED lights and a feasibility study has been carried out to install solar panels to support our warehouse electricity usage.

Emissions and energy consumption

Summary of scope 1 (direct) greenhouse gas emissions for the year ended 31 December 2024:

Description | 2024 kWh | 2023 kWh | 2024 tCO2e | 2023 tCO2e
Natural gas | 292,449 | 383,432 | 59.14 | 77.55
Transport | 216,826 | 186,493 | 51.13 | 46.25
|  |  | 110.27 | 123.80

Summary of scope 2 (indirect) greenhouse gas emissions for the year ended 31 December 2024:

Description | 2024 kWh | 2023 kWh | 2024 tCO2e | 2023 tCO2e
Electricity | 1,116,872 | 1,302,343 | 231.25 | 269.68

Van Leeuwen Limited has determined that the most useful way to measure the efficiency of energy usage is in relation to the level of business conducted in the year so is reporting energy and emissions per £m of turnover. During the year the company has actively tried to reduce energy consumption through various initiatives, including installation of LED lighting and Voltage Optimisation Units.

Van Leeuwen Limited

Strategic Report for the Year Ended 31 December 2024 (continued)

Intensity ratio

Energy used Energy used in relation to turnover.
Energy used per £m turnover (kWh) | 2024 26,699.00 | 2023 22,940.00 |  |  |
Emissions Emissions in relation to turnover.
Emissions per £m turnover (tCO2e) | 2024 5.60 | 2023 4.98 |  |  |

Environmental matters

The Company is committed to sustainability in our operations and products and is certified to ISO 14001:2015. The Company adheres to all domestic environmental regulations and code of practices which govern activities or operations that may have adverse environmental effects. These laws, regulations and ordinances impose liability for clean-up costs resulting from past spills, disposals or other releases of hazardous wastes.

Social and community issues

The Company continues to support a wide range of charitable and service organisations in the communities where we do business. Our employees volunteer time, financial support and provide gifts of goods and services to a wide range of community causes and service organizations all of which is supported by the Company. From senior leadership to our newest team member, we all contribute to Company's core value of supporting the communities in which we live and work.

Approved and authorised by the director on 8 December 2025

......................................... K K Bowling Director

Van Leeuwen Limited

Director's Report for the Year Ended 31 December 2024

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

Director of the company

The director who held office during the year was as follows:

K K Bowling

Future developments

Going forward into 2025 trading from Van Leeuwen's Industrial customers in the Mechanical Engineering and Hydraulic sectors is expected to remain at the lower levels seen during 2024 for the first half of the year, improving slightly in half two. With increased focus on service, the company expects to increase market share from its traditional distribution customer base. During 2025 the company will also target growth from the Industrial customer base in Ireland, following the increase in stock availability from its Irish warehousing facility.
Although traditionally more unpredictable, the company expects that the investment levels seen during 2024 will remain in the Process and Power sector. With focus based around increased stock availability and technical package building alongside the support of the Group, the company has targeted market share improvements from this sector.
The expectation is that prices for most of the company’s core product groups will at remain stable at the lower levels seen during the second half of 2024. For this reason and alongside reduced overall demand, the company anticipates that trading conditions will remain challenging. The company is committed to further productivity improvement initiatives to reduce the impact of this expectation.
As part of the long term digitalisation strategy, the company has several focus areas for 2025. Following on from the successful launch of the companies Web Portal, the system will be upgraded to a Web Shop will be launched during 2025 allowing 24/7 customer access to stock availability, alongside the transactional ease of placing orders on the platform. Improvements are also planned within the operations department with enhanced utilisation of shop floor computers and scanners, increasing transactional efficiencies.

Van Leeuwen Limited

Director's Report for the Year Ended 31 December 2024 (continued)

Going concern

The company supplies to a number of industries, but a large proportion of its sales are ultimately to the industrial equipment and energy markets. As a result, the company revenues are subject to changes in demand for these products. In addition, the company is subject to fluctuations in purchase prices although these are mitigated by passing these on in the sales price.
The director of the company has considered the expected revenue arising from sales to customers and the company's ongoing operational expenditure together with any other required expenditure. In doing this, the company has considered how it can minimise costs and maximise revenues and actions that would be required to affect these. In particular, he has considered the impact of changes in forecast volumes from key customers and the impact of changes in purchase prices. The director has also considered the funds available to the company and assessed the various plausible downside scenarios like decrease in revenue, increase in costs and other factors which will affect the future cash flow forecast. Based on the plans that are in place and assessments made, he has concluded that appropriate funds will be available to the company for the foreseeable future with forecasts prepared to 31 December 2026. This assumes that the current overdraft facility with the Van Leeuwen Group will remain throughout the going concern period. As a result the director has also received confirmation from the parent company that they will provide financial support to the company, to meet its financial obligations as and when they fall due within 12 months from the date of approval of the financial statements.
As a result, the company's director has concluded that it is appropriate that these financial statements are prepared and presented using the going concern basis.

Director's liabilities

The company has a directors and officers insurance policy in place.

Disclosure of information to the auditors

The director has taken 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 company's auditors are aware of that information. The director confirms that there is no relevant information that he knows of and of which he knows the auditors are unaware.

Reappointment of auditors

In accordance with section 485 of the Companies Act 2006, a resolution for the re-appointment of Ernst & Young LLP as auditors of the company is to be proposed at the forthcoming Annual General Meeting.

Approved and authorised by the director on 8 December 2025

......................................... K K Bowling Director

Van Leeuwen Limited

Statement of Director's Responsibilities

The director acknowledges his responsibilities for preparing the Annual Report 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 of the profit or loss of the company for that period. In preparing these financial statements, the director is required to:

• | select suitable accounting policies and apply them consistently;

• | make judgements and accounting estimates that are reasonable and prudent;

• | present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;

• | provide additional disclosures when compliance with specific requirements of FRS 102 is insufficient to enable users to understand the impact of particular transactions, other events and conditions on the financial position and financial performance;

• | state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

• | 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 transactions and disclose with reasonable accuracy at any time the financial position of the company 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Under applicable law and regulations, the directors are also responsible for preparing a strategic report, directors’ report, that comply with that law and those regulations. The directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company’s website

Van Leeuwen Limited

Independent Auditor's Report to the Members of Van Leeuwen Limited

Opinion

We have audited the financial statements of Van Leeuwen Limited for the year ended 31 December 2024, which comprise the Profit and Loss Account, the Statement of Comprehensive Income, the Balance Sheet, Statement of Changes in Equity, and the related notes 1 to 25, 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, FRS 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 company's affairs as at 31 December 2024 and of its 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of twelve months from when the original financial statements were authorised for issue.

Our responsibilities and the responsibilities of the director with respect to going concern are described in the relevant sections of this report. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the company’s ability to continue as a going concern.

Other information

The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the annual report.
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in this report, we do not express any form of assurance conclusion thereon.

Van Leeuwen Limited

Independent Auditor's Report to the Members of Van Leeuwen Limited (continued)

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 the other information, we are required to report that fact.

We have nothing to report in this regard.

Opinion on other matter prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

• | the information given in the strategic report and director's report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• | the strategic report and director's report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Director's 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, or returns adequate for our audit have not been received from branches not visited by us; or
• | the financial statements are not in agreement with the accounting records and returns; or
• | certain disclosures of 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 the director

As explained more fully in the director's responsibilities [set out on page 12], 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 is 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 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 company or to cease operations, or have no realistic alternative but to do so.

Auditor 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 an auditor’s report 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.

Van Leeuwen Limited

Independent Auditor's Report to the Members of Van Leeuwen Limited (continued)

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud

| Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect irregularities, including fraud. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management.
• | We obtained an understanding of the legal and regulatory frameworks that are applicable to the company and determined that the most significant are those that relate to the reporting framework (FRS 102),Companies Act 2006 and compliance with the relevant direct and indirect tax regulation in the jurisdiction in which the Company operates, notably in UK. In addition, the company has to comply with laws and regulations that may have an effect on the determination of the amounts and disclosures in the financial statements including those relating to health and safety, GDPR, climate and environmental and bribery corruption practices.
• | We understood how the Company is complying with those frameworks by making enquiries of management and those charged with governance to understand how the Company maintains and communicates its policies and procedures in these areas. We corroborated our enquiries through our review of minutes of the meetings of those charged with governance. We understood any controls put in place by management to reduce the opportunities for fraudulent transactions and how monitoring of these processes is done to avoid any instance of non-compliance.
• | We assessed the susceptibility of the Company’s financial statements to material misstatement, including how fraud might occur by meeting with management to understand where they considered there was susceptibility to fraud. We considered the procedures and controls that the Company has established to address risk identified, or that otherwise prevent, deter and detect fraud and gained understanding as to how those procedures and controls are implemented and monitored. We also performed risk assessment analytical procedures and identified the sources and types of journal entries in the company’s financial process. We determined there to be a risk of management override in relation to the posting of non-standard manual journals to revenue. To address this risk, we performed a detailed correlation analysis over revenue through to cash settlement. Where the postings did not follow our expectations, we investigated anomalies and tested a sample of these entries above a certain threshold to verify their validity by agreeing back to source documentation.
• | Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Our procedures involved understanding management’s internal controls over compliance with laws and regulations, enquiries of management and performing focused testing by considering key phrases in identifying journals for further review. We verified that material transactions are recorded in compliance with FRS 102 and where appropriate Companies Act 2006.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Van Leeuwen Limited

Independent Auditor's Report to the Members of Van Leeuwen Limited (continued)

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 an auditor’s report 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.

......................................
Muhanid Ali (Senior Statutory Auditor)
For and on behalf of Ernst & Young LLP, Statutory Auditor
1 Colmore Square
Birmingham
B4 6HQ

8 December 2025

Van Leeuwen Limited

Profit and Loss Account for the Year Ended 31 December 2024

| Note | 2024 £ | 2023 £
Turnover | 3 | 60,905,823 | 78,971,901
Cost of sales |  | (45,764,272) | (60,807,503)
Gross profit |  | 15,141,551 | 18,164,398
Distribution costs |  | (5,365,118) | (6,339,065)
Administrative expenses |  | (10,896,571) | (9,399,066)
Operating (loss)/profit | 4 | (1,120,138) | 2,426,267
Other interest receivable and similar income | 5 | 64,945 | 9,646
Interest payable and similar expenses | 6 | (216,694) | (86,567)
|  | (151,749) | (76,921)
(Loss)/profit before tax |  | (1,271,887) | 2,349,346
Tax on (loss)/profit | 10 | 303,079 | (197,972)
(Loss)/profit for the financial year |  | (968,808) | 2,151,374

The above results were derived from continuing operations.

Van Leeuwen Limited

Statement of Comprehensive Income for the Year Ended 31 December 2024

| 2024 £ | 2023 £
(Loss)/profit for the year | (968,808) | 2,151,374
Actuarial gain recognised in pension | 365,000 | 275,000
Return on scheme assets (excluding interest) | (260,000) | (1,083,000)
Deferred tax | (26,250) | 202,000
| 78,750 | (606,000)
Total comprehensive (loss)/income for the year | (890,058) | 1,545,374

Van Leeuwen Limited

(Registration number: 1991207)
Balance Sheet as at 31 December 2024

| Note | 2024 £ | 2023 £
Fixed assets |  |  |
Intangible assets | 11 | 550,762 | 709,871
Tangible assets | 12 | 8,684,417 | 4,262,376
Investments | 13 | - | -
|  | 9,235,179 | 4,972,247
Current assets |  |  |
Stocks | 14 | 14,619,593 | 15,691,710
Debtors | 15 | 12,107,957 | 16,548,926
Cash at bank and in hand |  | 119,378 | 1,921,064
|  | 26,846,928 | 34,161,700
Creditors: Amounts falling due within one year | 17 | (14,254,917) | (26,871,308)
Net current assets |  | 12,592,011 | 7,290,392
Total assets less current liabilities |  | 21,827,190 | 12,262,639
Creditors: Amounts falling due after more than one year | 17 | (5,500,000) | -
Provisions for liabilities | 18 | (156,076) | (432,905)
Net assets excluding pension asset/(liability) |  | 16,171,114 | 11,829,734
Net pension liability | 19 | (166,000) | (232,000)
Net assets |  | 16,005,114 | 11,597,734
Capital and reserves |  |  |
Called up share capital | 20 | 4,133,960 | 4,133,960
Capital redemption reserve | 21 | 6,890,000 | 6,890,000
Retained earnings | 21 | 4,981,154 | 573,774
Shareholders' funds |  | 16,005,114 | 11,597,734

Approved and authorised by the director on 8 December 2025

......................................... K K Bowling Director

Van Leeuwen Limited

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

| Share capital £ | Capital redemption reserve £ | Retained earnings £ | Total £
At 1 January 2024 | 4,133,960 | 6,890,000 | 573,774 | 11,597,734
Loss for the year | - | - | (968,808) | (968,808)
Other comprehensive income/(loss) | - | - | 78,750 | 78,750
Total comprehensive income | - | - | (890,058) | (890,058)
Loan waiver from fellow group company (Note 22) | - | - | 5,297,438 | 5,297,438
At 31 December 2024 | 4,133,960 | 6,890,000 | 4,981,154 | 16,005,114

| Share capital £ | Capital redemption reserve £ | Retained earnings £ | Total £
At 1 January 2023 | 4,133,960 | 6,890,000 | 2,217,400 | 13,241,360
Profit for the year | - | - | 2,151,374 | 2,151,374
Other comprehensive income/(loss) | - | - | (606,000) | (606,000)
Total comprehensive income | - | - | 1,545,374 | 1,545,374
Dividends | - | - | (3,189,000) | (3,189,000)
At 31 December 2023 | 4,133,960 | 6,890,000 | 573,774 | 11,597,734

Van Leeuwen Limited

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

1 | General information

The company is a private company limited by share capital, incorporated in England and Wales, UK.

The address of its registered office is:
The Deckhouse
The Waterfront
Brierley Hill
DY5 1LW
United Kingdom

These financial statements were authorised for issue by the director on 8 December 2025.

2 | Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.

Basis of preparation

These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.

The financial statements are prepared in Sterling which is the functional currency of the company and rounded to the nearest GBP (£) unless otherwise stated.

Summary of disclosure exemptions

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS I02 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
• the requirements of Section 7 Statement of Cash Flows;
• the requirements of Section 11 Financial Instruments paragraphs 11.39 to 11.48A;
• the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.29;
• the requirements of Section 33 Related Party Disclosures paragraph 33.7, and related party disclosures with other wholly owned group companies.

Name of parent of group

These financial statements are consolidated in the financial statements of Van Leeuwen Pipe and Tube Group BV.

The financial statements of Van Leeuwen Pipe and Tube Group BV may be obtained from Lindtsedijk 20, P.O. Box 50, 3330 AB, Zwijndrecht, The Netherlands.

Van Leeuwen Limited

Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)

2 | Accounting policies (continued)

Going concern

The company supplies to a number of industries, but a large proportion of its sales are ultimately to the industrial equipment and energy markets. As a result, the company revenues are subject to changes in demand for these products. In addition, the company is subject to fluctuations in purchase prices although these are mitigated by passing these on in the sales price.
The director of the company has considered the expected revenue arising from sales to customers and the company's ongoing operational expenditure together with any other required expenditure. In doing this, the company has considered how it can minimise costs and maximise revenues and actions that would be required to affect these. In particular, he has considered the impact of changes in forecast volumes from key customers and the impact of changes in purchase prices. The director has also considered the funds available to the company and assessed the various plausible downside scenarios like decrease in revenue, increase in costs and other factors which will affect the future cash flow forecast. Based on the plans that are in place and assessments made, he has concluded that appropriate funds will be available to the company for the foreseeable future with forecasts prepared to 31 December 2026. This assumes that the current overdraft facility with the Van Leeuwen Group will remain throughout the going concern period. As a result the director has also received confirmation from the parent company that they will provide financial support to the company, to meet its financial obligations as and when they fall due within 12 months from the date of approval of the financial statements.
As a result, the company's director has concluded that it is appropriate that these financial statements are prepared and presented using the going concern basis.

Exemption from preparing group accounts

The financial statements contain information about Van Leeuwen Limited as an individual company and do not contain consolidated financial information as the parent of a group.
The company is exempt under section 401 of the Companies Act 2006 from the requirement to prepare consolidated financial statements as it and its subsidiary undertakings are included by full consolidation in the consolidated financial statements of its parent, Van Leeuwen Pipe and Tube Group BV, a company incorporated in the Netherlands.

Van Leeuwen Limited

Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)

2 | Accounting policies (continued)

Judgements

The preparation of financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates. The following judgements have had the most significant effect on amounts recognised in the financial statements:
Pension and other post-employment benefits
The cost of defined benefit pension plans and other post-employment medical benefits are determined using actuarial valuations. The actuarial valuation involves making assumptions about discount rates, future salary increases, mortality rates and future pension increases. Due to the complexity of the valuation, the underlying assumptions and the long term nature of these plans, such estimates are subject to significant uncertainty. In determining the appropriate discount rate, management considers the interest rates of corporate bonds in the respective currency with at least AA rating, with extrapolated maturities corresponding to the expected duration of the defined benefit obligation. The underlying bonds are further reviewed for quality, and those having excessive credit spreads are removed. from the population bonds on which the discount rate is based, on the basis that they do not represent high quality bonds. The mortality rate is based on publicly available mortality tables for the specific country. Future salary increases and pension increases are based on expected future inflation rates for the respective country. Further details are given in note 19.
Deferred Taxation
The valuation of any deferred tax assets is based on estimates of future taxable profits. These profits are based on forecasts prepared by management and subject to appropriate review and approval within the business. However due to the nature of the business and the markets that it operates in there is a risk that the actual profits will differ from those forecast and therefore estimates of utilisation of deferred tax assets may change over time.
Inventory provisioning
The company is a steel stockholder and therefore a significant proportion of the balance sheet value is in inventory. There are risks that the sales price of steel may fall below purchase price and also that certain products may become obsolete or suffer from reduced demand. As a result of this estimates are made of likely levels of obsolete and scrap inventory that would require provision. These estimates are based on actual and forecast demand and sales prices.

Van Leeuwen Limited

Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)

2 | Accounting policies (continued)

Revenue recognition

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue 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:
Revenue from the sale of goods is recognised when risks and rewards are transferred to buyer which is normally on dispatch of goods.

Foreign currency transactions and balances

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rate on the date when the fair value is re-measured.
Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.

Tax

The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company operates and generates taxable income.

Deferred tax is recognised in respect of all timing differences between taxable profits and profits reported in the financial statements.
Unrelieved tax losses and other deferred tax assets are recognised when it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.
Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference.

Van Leeuwen Limited

Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)

2 | Accounting policies (continued)

Tangible assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
Land is not depreciated. Depreciation on other assets is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight line method.
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the Statement of comprehensive income.

Depreciation

Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:

Asset class | Depreciation method and rate
Freehold buildings | 2% straight line
Short-term leasehold land and buildings | Over the life of the lease
Plant and machinery | 10% straight line
Motor vehicles | 25% straight line
Fixtures and fittings | 20% straight line

Intangible assets

Intangible assets are capitalized at historical value less accumulated depreciation and any accumulated impairment losses. Historical value is the cost paid at purchase including the license fee and implementation cost paid to bring software to use.

Amortisation

Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:

Asset class | Amortisation method and rate
Software | 20% straight line

Investments

Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

Van Leeuwen Limited

Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)

2 | Accounting policies (continued)

Trade debtors

Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.
Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the receivables.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the weighted average method.
The cost of finished goods and work in progress comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. At each reporting date, stocks are assessed for impairment. If stocks are impaired, the carrying amount is reduced to its selling price less costs to complete and sell; the impairment loss is recognised immediately in profit or loss.

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.

Borrowings

Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.
Borrowings are classified as current liabilities unless the company has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

Leases

Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.

Van Leeuwen Limited

Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)

2 | Accounting policies (continued)

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Dividends

Dividend distribution to the company’s shareholders is recognised as a liability in the financial statements in the reporting period in which the dividends are declared.

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the company has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

Defined benefit pension obligation

Typically defined benefit plans define an amount of pension benefit that an employee will receive on retirement, usually dependent on one or more factors such as age, years of service and compensation.
The liability recognised in the balance sheet in respect of defined benefit pension plans is the present value of the defined benefit obligation at the reporting date minus the fair value of plan assets. The defined benefit obligation is measured using the projected unit credit method. The present value of the defined benefit obligation is determined by discounting the estimated future payments by reference to market yields at the reporting date on high-quality corporate bonds that are denominated in the currency in which the benefits will be paid, and that have terms to maturity approximating to the terms of the related pension liability.
Actuarial gains and losses are charged or credited to other comprehensive income in the period in which they arise.

Van Leeuwen Limited

Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)

2 | Accounting policies (continued)

Financial instruments

Classification
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade payables or receivables, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or financed at a rate of interest that is not a market rate or in case of an out-right short-term loan not at market rate, the financial asset or liability is measured, initially, at the present value of the future cash flow discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost.
Recognition and measurement
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the statement of comprehensive income.
For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Company would receive for the asset if it were to be sold at the balance sheet date.
Financial assets and liabilities are offset and the net amount reported in the Balance sheet when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Van Leeuwen Limited

Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)

3 | Turnover

The analysis of the company's turnover for the year from continuing operations is as follows:

| 2024 £ | 2023 £
Sale of goods | 60,905,823 | 78,971,901

The analysis of the company's turnover for the year by class of business is as follows:

| 2024 £ | 2023 £
Steel tubes and other products | 60,905,823 | 78,971,901

The analysis of the company's turnover for the year by market is as follows:

| 2024 £ | 2023 £
UK | 57,387,931 | 72,618,745
Europe | 1,363,189 | 1,711,722
Rest of world | 2,154,703 | 4,641,434
| 60,905,823 | 78,971,901

4 | Operating (loss)/profit

Arrived at after charging/(crediting)

| 2024 £ | 2023 £
Depreciation expense | 512,846 | 440,910
Amortisation expense | 159,109 | 88,019
Foreign exchange gains | (23,419) | (171,297)
Operating lease expense - property | 1,162,647 | 1,168,555
Operating lease expense - plant and machinery | 119,995 | 157,160
Loss/(profit) on disposal of property, plant and equipment | 28,686 | (2,158,992)

5 | Other interest receivable and similar income

| 2024 £ | 2023 £
Interest income on bank deposits | 64,945 | 3,241
Other finance income | - | 6,405
| 64,945 | 9,646

Van Leeuwen Limited

Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)

6 | Interest payable and similar expenses

| 2024 £ | 2023 £
Interest on bank overdrafts and borrowings | 154,461 | 59,067
Interest expense on other finance liabilities | - | 500
Other finance costs - net pension interest | 11,000 | 27,000
Interest payable on loans from group undertakings | 51,233 | -
| 216,694 | 86,567

7 | Staff costs

The aggregate payroll costs (including director's remuneration) were as follows:

| 2024 £ | 2023 £
Wages and salaries | 5,055,852 | 5,134,167
Social security costs | 537,551 | 510,081
Other short-term employee benefits | 12,789 | 30,032
Pension costs, defined contribution scheme | 395,941 | 328,691
Pension costs, defined benefit scheme | 855,788 | 695,091
Other employee expense | (127,899) | 331,905
| 6,730,022 | 7,029,967

The average number of persons employed by the company (including the director) during the year, analysed by category was as follows:

| 2024 No. | 2023 No.
Selling and administration | 93 | 90
Warehouse | 41 | 50
| 134 | 140

8 | Director's remuneration

The director's remuneration for the year was as follows:

| 2024 £ | 2023 £
Remuneration | 150,268 | 124,864
Contributions paid to money purchase schemes | 16,538 | 15,750
| 166,806 | 140,614

Van Leeuwen Limited

Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)

8 | Director's remuneration (continued)

During the year the number of directors who were receiving benefits and share incentives was as follows:

| 2024 No. | 2023 No.
Accruing benefits under money purchase pension scheme | 1 | 1

In respect of the highest paid director:

| 2024 £ | 2023 £
Remuneration | 150,268 | 124,864
Company contributions to money purchase pension schemes | 16,538 | 15,750

9 | Auditors' remuneration

| 2024 £ | 2023 £
Audit of the financial statements | 78,081 | 97,500
Other fees to auditors |  |
Taxation compliance services | 7,000 | 6,750

10 | Taxation

Tax charged/(credited) in the profit and loss account

| 2024 £ | 2023 £
Current taxation |  |
UK corporation tax | - | -
Deferred taxation |  |
Arising from origination and reversal of timing differences | (281,564) | 188,937
Arising from changes in tax rates and laws | - | 11,884
Arising from previously unrecognised tax loss, tax credit or temporary difference of prior periods | (21,515) | (2,849)
Total deferred taxation | (303,079) | 197,972
Tax (receipt)/expense in the income statement | (303,079) | 197,972

Van Leeuwen Limited

Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)

10 | Taxation (continued)

The tax on profit before tax for the year is higher than the standard rate of corporation tax in the UK (2023 - lower than the standard rate of corporation tax in the UK) of 25% (2023 - 23.52%).
The differences are reconciled below:

| 2024 £ | 2023 £
(Loss)/profit before tax | (1,271,887) | 2,349,346
Corporation tax at standard rate | (317,972) | 552,566
Effect of revenues exempt from taxation | - | (3,716)
Effect of expense not deductible in determining taxable profit (tax loss) | 36,408 | 28,037
Deferred tax credit from unrecognised temporary difference from a prior period | (21,515) | (2,849)
Deferred tax expense relating to changes in tax rates or laws | - | 11,884
Tax decrease from effect of rollover relief on profit on disposal of fixed assets | - | (387,950)
Total tax (credit)/charge | (303,079) | 197,972

Deferred tax

Deferred tax has been measured at the rate it is expected to reverse being the standard rate of UK corporation tax 25%.

Deferred tax assets and liabilities

2024 | Asset £ | Liability £
Fixed asset timing differences | - | 980,437
Short term timing differences - trading | 63,053 | -
Losses | 761,308 | -
| 824,361 | 980,437

2023 | Asset £ | Liability £
Fixed asset timing differences | - | 985,653
Short term timing differences - trading | 209,394 | -
Losses | 343,354 | -
| 552,748 | 985,653

The amount of the net reversal of deferred tax assets and deferred tax liabilities expected to occur during the year beginning after the reporting period is £83,260 (2023 - £81,792).

Van Leeuwen Limited

Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)

10 | Taxation (continued)

Pillar Two legislation

The legislation has entered into force for the Company's accounting periods beginning on or after 31 December 2023, with reporting to the tax authorities no later than 30 June 2026.
Based on the information available at the date of issuance of these financial statements, the Van Leeuwen Group has carried out an assessment of the Group's potential exposure to Pillar Two corporate tax in the United Kingdom. The assessment is based on the most recent information available on the financial performance of the Group's component in the United Kingdom. Based on the assessment carried out, the United Kingdom passes the Simplified Effective Tax Rate ("ETR") test, supported by profit (loss) before tax and simplified covered taxes that translate an ETR above the minimum threshold.
Therefore, there is no Pillar Two tax due in the United Kingdom for FY24, for the British component, i.e. the Company. Separately, the United Kingdom only passes the Simplified ETR Test. It is important to monitor the simplified ETR to ensure that in the future they continue to compute a Simplified ETR above the transitional taxes for 2025 (16%) and 2026 (17%).
The company is taking the mandatory exemption as provided by FRS 102 for considering the deferred tax impact for BEPS Pillar II.

Tax relating to items recognised in other comprehensive income or equity

| 2024 £ | 2023 £
Deferred tax related to items recognised as items of other comprehensive income | 26,250 | (202,000)

11 | Intangible assets

| Software £ | Total £
Cost or valuation
At 1 January 2024 | 1,238,451 | 1,238,451
Disposals | (442,905) | (442,905)
At 31 December 2024 | 795,546 | 795,546
Amortisation
At 1 January 2024 | 528,580 | 528,580
Amortisation charge | 159,109 | 159,109
Amortisation eliminated on disposals | (442,905) | (442,905)
At 31 December 2024 | 244,784 | 244,784
Carrying amount
At 31 December 2024 | 550,762 | 550,762
At 31 December 2023 | 709,871 | 709,871

Van Leeuwen Limited

Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)

12 | Tangible assets

| Land and buildings £ | Short leasehold land and buildings £ | Fixtures and fittings £ | Plant and machinery £ | Transport equipment £ | Total £
Cost or valuation
At 1 January 2024 | 1,996,095 | 451,215 | 1,665,236 | 3,127,433 | 19,118 | 7,259,097
Additions | 4,817,474 | 9,091 | 158,652 | 40,620 | 10,095 | 5,035,932
Disposals | (38,686) | (182,516) | (831,288) | (598,287) | (5,317) | (1,656,094)
At 31 December 2024 | 6,774,883 | 277,790 | 992,600 | 2,569,766 | 23,896 | 10,638,935
Depreciation
At 1 January 2024 | 269,497 | 202,422 | 986,519 | 1,597,667 | 9,225 | 3,065,330
Charge for the year | 74,657 | 28,437 | 192,531 | 212,610 | 4,611 | 512,846
Eliminated on disposal | (6,250) | (182,516) | (831,288) | (598,287) | (5,317) | (1,623,658)
At 31 December 2024 | 337,904 | 48,343 | 347,762 | 1,211,990 | 8,519 | 1,954,518
Carrying amount
At 31 December 2024 | 6,436,979 | 229,447 | 644,838 | 1,357,776 | 15,377 | 8,684,417
At 31 December 2023 | 1,795,289 | 248,793 | 678,718 | 1,529,683 | 9,893 | 4,262,376

Van Leeuwen Limited

Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)

12 | Tangible assets (continued)

Included within the net book value of land and buildings above is £6,436,979 (2023 - £1,795,289) in respect of freehold land and buildings and £229,447 (2023 - £248,793) in respect of short leasehold land and buildings.

Van Leeuwen Limited

Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)

13 | Investments

| 2024 £ | 2023 £

Subsidiaries | £
Cost or valuation
Provision
Carrying amount
At 31 December 2024 | -
At 31 December 2023 | -

Details of undertakings

Details of the investments in which the company holds 20% or more of the nominal value of any class of share capital are as follows:

Undertaking | Registered office | Holding | Proportion of voting rights and shares held
|  |  | 2024 | 2023
Subsidiary undertakings
Wheeler Precision Limited | The Deckhouse, The Waterfront, Brierley Hill, DY5 1LW England and Wales, UK | Ordinary | 100% | 100%

Subsidiary undertakings
Wheeler Precision Limited The principal activity of Wheeler Precision Limited is dormant.

14 | Stocks

| 2024 £ | 2023 £
Finished goods and goods for resale | 14,619,593 | 15,691,710

Impairment of stocks

The amount of impairment loss included in profit or loss is £Nil (2023 - £592,649). The amount of reversal of impairment recognised in profit or loss is £541,935 (2023 - £Nil).

Van Leeuwen Limited

Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)

15 | Debtors

Current | Note | 2024 £ | 2023 £
Trade debtors |  | 10,863,365 | 15,646,586
Amounts owed by related parties |  | 97,123 | 65,861
Other debtors |  | 897,469 | 836,479
Income tax asset | 10 | 250,000 | -
|  | 12,107,957 | 16,548,926

Amounts due from related parties are on 60 day credit terms.

16 | Cash and cash equivalents

| 2024 £ | 2023 £
Cash on hand | 1,671 | 1,671
Cash at bank | 117,707 | 1,919,393
| 119,378 | 1,921,064
Bank overdrafts | (2,252,916) | (5,627,745)
Cash and cash equivalents | (2,133,538) | (3,706,681)

17 | Creditors

| Note | 2024 £ | 2023 £
Due within one year |  |  |
Loans and borrowings | 22 | 2,252,916 | 5,627,745
Trade creditors |  | 5,918,054 | 7,533,611
Amounts due to related parties |  | 4,234,991 | 9,574,516
Social security and other taxes |  | 5,164 | 1,244,673
Accruals |  | 1,843,792 | 2,890,763
|  | 14,254,917 | 26,871,308
Due after one year |  |  |
Amounts due to related parties |  | 5,500,000 | -

Amounts due to related parties due within one year are on 60 day credit terms.

Van Leeuwen Limited

Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)

18 | Provisions for liabilities

| Deferred tax £ | Total £
At 1 January 2024 | 432,905 | 432,905
Increase (decrease) charged in the profit and loss account | (303,079) | (303,079)
Increase (decrease) charged in other comprehensive income | 26,250 | 26,250
At 31 December 2024 | 156,076 | 156,076

| 2024 £ | 2023 £
Deferred tax |  |
Accelerated tax depreciation | 980,437 | 985,653
Retirement benefit obligations | (63,053) | (209,394)
Tax losses carry-forwards | (761,308) | (343,354)
| 156,076 | 432,905

19 | Pension and other schemes

Defined contribution pension scheme

The company operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the company to the scheme and amounted to £395,941 (2023 - £328,691).

Defined benefit pension schemes

Van Leeuwen Tubes Pension Scheme

With effect from 1 January 2000 Van Leeuwen Tubes Limited transferred its trade and associated assets and liabilities to Van Leeuwen Limited. The company has provided written confirmation to Van Leeuwen Tubes Limited that it will take responsibility for any further funding requirements for the Van Leeuwen Tubes pension scheme and as a result of this the pension scheme is accounted for in Van Leeuwen Limited.
Van Leeuwen Limited and Van Leeuwen Tubes Limited (the 100% parent company of Van Leeuwen Limited) are both sponsoring employers of the Van Leeuwen Tubes pension scheme. To protect the pension rights of the participants Van Leeuwen Tubes remains the guarantor for all liabilities towards the scheme.
The Scheme closed to future accrual with effect from 31 December 2005; members no longer pay contributions to the Scheme. Company contributions after this date are used to fund any deficit in the Scheme, as determined by regular actuarial valuations.

Van Leeuwen Limited

Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)

19 | Pension and other schemes (continued)

The date of the most recent comprehensive actuarial valuation was 31 December 2022. Pension costs are determined with the advice of an independent qualified actuary on the basis of a triennial valuation using the projected unit method. The latest actuarial valuation of the scheme was carried out at 31 December 2022 and updated by the actuary to take account of the requirements of FRS 102 in order to assess the liabilities of the scheme at 31 December 2024. The assumptions which have the most significant effect on the results of the valuation are those relating to the rates of increase in salaries and discount rate.
The market value of the assets was £4,876,000 (2023: £5,181,000). The value of the assets represented 97% (2023: 96%) of the value of members' accrued benefits, after allowing for projected future increases in pensionable remuneration in respect of members in service.

The total cost relating to defined benefit schemes for the year recognised in profit or loss as an expense was £39,000 (2023 - £58,000).
The total cost relating to defined benefit schemes for the year included in the cost of an asset was £(105,000) (2023 - £808,000).

Van Leeuwen Limited

Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)

19 | Pension and other schemes (continued)

Trustees: Roger Higginbottom (appointed by Company, resigned 29 January 2025), Ross Trustees Services Limited (appointed by company).
Under the Schedule of Contributions agreed as part of the 2022 valuation, a one-off contribution of £851,046 was paid by the Company on 5 January 2024. This was allowed for as a current asset in the 2023 year end disclosures.
The Trustees of the Scheme, in cooperation with the Company, entered into a buy-in policy with Just with effect from 15 December 2023. The Trustees paid a premium of £4,024,802 to cover benefits for all members not already covered by annuity policies. This buy-in policy is held in the Trustees' name and the Company is still legally responsible for the benefits being paid as they fall due in the highly unlikely event that the insurer fails to make a payment.
The insurance premium has been met by fully disinvesting the Scheme's invested assets, a one-off contribution of £851,046 from the Company, and cash held in the Trustees' bank account. As a result, the Scheme does not hold any invested assets as at the Measurement Date, and holds the majority of assets in the form of annuity policies.
The trustees are aware of the case and potential implications and together with the Barber and GMP equalisation challenges they are all being fully considered as part of the regulatory work need for the Van Leeuwen Tubes Pension Scheme to progress from a buy in to a buy out scheme in 2025.
Following the High Court ruling in the case of Virgin Media Limited v NTL Pension Trustees II Limited and others in June 2023, it was held that section 37 of the Pension Schemes Act 1993 operates to make void any amendment to the rules of a contracted out pension scheme without written actuarial confirmation under Regulation 42(2) of the Occupational Pension Schemes (Contracting Out) Regulations 1996, in so far that the amendment relates to members’ benefits.
The trustees of the Van Leeuwen Pipes Pension Scheme (the “Pension Scheme”) have confirmed that (as is the case of most private sector defined benefit plans in the UK) it was possible that amendments were made to the Pension Scheme that may have impacted on the members’ benefits.
The trustees of the Pension Scheme and the director work closely together and take appropriate legal and professional advice when making amendments to the Pension Scheme. However, as at 31 December 2024, it is not currently possible to determine whether any amendments to benefits were made to the Pension Scheme that were not in accordance with section 37 of the Pension Schemes Act 1993 requirements.
Further, it is not currently possible to reliably estimate the possible impact to the defined benefit obligations of the Pension Scheme if any amendments were not made in accordance with section 37 of the Pension Schemes Act 1993 requirements. Following the outcome of the appeal relating to the Virgin Media ruling in July 2024, the Company intends to keep the position under review and to specifically consider any possible impacts as part of the buy out process started in 2023. In particular, it is understood that the Department for Work and Pensions (DWP) has already requested industry information on the application and scale of the judgement, and may be willing to consider legislative options which could mitigate the impact, if any, on affected pension schemes.

Van Leeuwen Limited

Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)

19 | Pension and other schemes (continued)

Reconciliation of scheme assets and liabilities to assets and liabilities recognised

The amounts recognised in the balance sheet are as follows:

| 2024 £ | 2023 £
Fair value of scheme assets | 4,876,000 | 5,181,000
Present value of defined benefit obligation | (5,042,000) | (5,413,000)
Defined benefit pension scheme deficit | (166,000) | (232,000)

Defined benefit obligation

Changes in the defined benefit obligation are as follows:

| 2024 £ | 2023 £
Present value at start of year | 5,413,000 | 5,722,000
Interest cost | 248,000 | 281,000
Actuarial gains | (365,000) | (275,000)
Benefits paid | (254,000) | (315,000)
Present value at end of year | 5,042,000 | 5,413,000

Van Leeuwen Limited

Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)

19 | Pension and other schemes (continued)

Fair value of scheme assets

Changes in the fair value of scheme assets are as follows:

| 2024 £ | 2023 £
Fair value at start of year | 5,181,000 | 5,145,000
Interest income | 237,000 | 254,000
Loss on plan assets, excluding amounts included in interest income/(expense) | (260,000) | (1,083,000)
Employer contributions | - | 1,211,000
Benefits paid | (254,000) | (315,000)
Administration expenses | (28,000) | (31,000)
Fair value at end of year | 4,876,000 | 5,181,000

Analysis of assets

The major categories of scheme assets are as follows:

| 2024 £ | 2023 £
Cash and cash equivalents | 11,000 | 43,000
Annuity policies | 4,865,000 | 5,138,000
| 4,876,000 | 5,181,000

Return on scheme assets

| 2024 £ | 2023 £
Loss on scheme assets | (260,000) | (1,083,000)

The pension scheme has not invested in any of the company's own financial instruments or in properties or other assets used by the company.

Principal actuarial assumptions

The principal actuarial assumptions at the balance sheet date are as follows:

| 2024 % | 2023 %
Discount rate | 5.50 | 4.70
Future salary increases | 2.65 | 2.55
Future pension increases | 3.10 | 3.05
Inflation - RPI | 3.30 | 3.25
Inflation - CPI | 2.65 | 2.55

Van Leeuwen Limited

Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)

19 | Pension and other schemes (continued)

Post retirement mortality assumptions

| 2024 Years | 2023 Years
Current UK pensioners at retirement age - male | 86.40 | 86.40
Current UK pensioners at retirement age - female | 88.70 | 88.60
Future UK pensioners at retirement age - male | 87.40 | 87.40
Future UK pensioners at retirement age - female | 89.80 | 89.80

20 | Share capital

Allotted, called up and fully paid shares

| 2024 | 2023
| No. | £ | No. | £
Ordinary shares of £0.45 each | 8,519,911 | 3,833,960 | 8,519,911 | 3,833,960
Redeemable shares of £1 each | 300,000 | 300,000 | 300,000 | 300,000
| 8,819,911 | 4,133,960 | 8,819,911 | 4,133,960

Redeemable preference shares

The Redeemable shares are redeemable at the option of the company. They are redeemable at £1 per share at any time by giving at least thirty days' notice to the holders of those shares. In all other respects, these shares rank pari passu with the ordinary shares.

21 | Reserves

Capital redemption reserve

This reserve records the nominal value of shares repurchased by the company.

The changes to each component of equity resulting from items of other comprehensive income for the current year were as follows:

| Retained earnings £ | Total £
Remeasurement gain/(loss) on defined benefit pension schemes | 78,750 | 78,750

The changes to each component of equity resulting from items of other comprehensive income for the prior year were as follows:

| Retained earnings £ | Total £
Remeasurement gain/(loss) on defined benefit pension schemes | (606,000) | (606,000)

Van Leeuwen Limited

Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)

22 | Loans and borrowings

Current loans and borrowings

| 2024 £ | 2023 £
Bank overdrafts | 2,252,916 | 5,627,745

Bank borrowings

The BNP Paribas bank overdraft is denominated in GBP with a nominal interest rate of SONIA + 1.75%, and is repayable on demand. The carrying amount at year end is £2,252,916 (2023 - £5,627,745). The BNP Paribas bank overdraft is secured as part of a secured overdraft facility agreement.

Other borrowings

The loan with Van Leeuwen Pipe and Tube Group BV is denominated in GBP with a nominal interest rate of SONIA + 2.00%, and the final instalment is due on 6 September 2034. The carrying amount at year end is £5,500,000 (2023 - £Nil).

The loan can be repaid in whole or in part without premium or penalty. Any amounts repaid cannot be re-borrowed.

The loan with Van Leeuwen Distribution Limited is denominated in GBP with a nominal interest rate of 0%. The carrying amount at year end is £Nil (2023 - £5,297,438).

This loan related to the outstanding cash consideration for the asset purchase of Van Leeuwen Distribution Limited in 2021. A loan waiver agreement was signed on 9 February 2024 between all parties releasing this debt.

Included in the loans and borrowings are the following amounts due after more than five years:

| 2024 £ | 2023 £
After more than five years not by instalments | 5,500,000 | -

| - | -

Van Leeuwen Limited

Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)

23 | Obligations under leases and hire purchase contracts

Operating leases

The total of future minimum lease payments is as follows:

| 2024 £ | 2023 £
Not later than one year | 906,964 | 1,319,950
Later than one year and not later than five years | 493,558 | 2,728,972
Later than five years | 258,450 | 1,796,800
| 1,658,972 | 5,845,722

The amount of non-cancellable operating lease payments recognised as an expense during the year was £1,282,642 (2023 - £1,325,715).

24 | Dividends

|  | 2024 |  | 2023
|  | £ |  | £
Final dividend of £Nil (2023 - £0.17) per ordinary share |  | - |  | 1,489,000
Interim dividend of £Nil (2023 - £0.20) per ordinary share |  | - |  | 1,700,000
|  | - |  | 3,189,000

25 | Parent and ultimate parent undertaking

The company's immediate parent is Van Leeuwen Tubes Limited, incorporated in the United Kingdom.
The ultimate parent is Van Leeuwen Pipe and Tube Group BV, incorporated in the Netherlands.

The parent of the largest group in which these financial statements are consolidated is Van Leeuwen Pipe and Tube BV, incorporated in the Netherlands.

The address of Van Leeuwen Pipe and Tube BV is as follows, from where the financial statements can be obtained.
Lindsedijk 20, P.O. Box 50, 3330 AB, Zwijndrecht, the Netherlands.

The parent of the smallest group in which these financial statements are consolidated is Van Leeuwen Buizen Europe BV, incorporated in the Netherlands.