REGISTERED NUMBER: 06521609 (England and Wales)

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

AUDITED

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2025

FOR

M.B.S.S. LIMITED

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Consolidated Income Statement

10

Consolidated Other Comprehensive Income

11

Consolidated Balance Sheet

12

Company Balance Sheet

13

Consolidated Statement of Changes in Equity

14

Company Statement of Changes in Equity

15

Consolidated Cash Flow Statement

16

Notes to the Consolidated Cash Flow Statement

17

Notes to the Consolidated Financial Statements

18

DIRECTORS:

M Donoghue

Mrs L A Norrie

J Milner

D A Smith

S McLean

SECRETARY:

Mrs L A Norrie

REGISTERED OFFICE:

c/o Michael Barugh Steel Stockholding

English Street

Hull

HU3 2BS

REGISTERED NUMBER:

06521609 (England and Wales)

AUDITORS:

Sowerby

Chartered Accountants and Statutory Auditors

Beckside Court

Annie Reed Road

Beverley

East Yorkshire

HU17 0LF

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

REVIEW OF BUSINESS

The principal activity of the group throughout the year has continued to be that of steel stockholding.

The principal activity of the company is that of a holding company.

Review of business and going concern

During the financial year, the group experienced a reduction in turnover compared with the previous period. This decrease was primarily due to softer market conditions in the steel sector, including fluctuations in raw material prices and reduced customer demand in certain segments.

Despite lower sales volumes, the group continued to focus on operational efficiency, cost control and maintaining strong relationships with key customers and suppliers. Management also reviewed pricing strategies and purchasing policies to mitigate the impact of market volatility. By controlling overheads and with the commitment of all staff, the board of directors are pleased with the group's overall performance.

Even though the Group is still feeling the impact of the factors that influenced the 2025 results in the current year, and despite not being able to control external forces, the directors are optimistic about the future. The group is in a strong position, allowing it to react quickly to both upturns and downturns in the market.

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

2025

2024

£

£

Gross profit

1,437,734

1,759,792

Profit on ordinary activities before taxation and depreciation

323,645

727,118

Days stock held

36 days

46 days

REVIEW OF BUSINESS

Risks facing the group

The group operates in a global market and is exposed to both disruption in supply and volatility in global financial markets.

The use of steel in the UK is largely dependent on housing and large capital projects. Instability and inflation in UK financial markets can affect the availability of capital to fund such projects. However, based on recent Government announcements, the directors are optimistic regarding the use of steel over the next few years.

The directors have established controls to enable them to respond to, and mitigate the impact of, such risks and can therefore act quickly and appropriately as and when needed.

ON BEHALF OF THE BOARD:

D A Smith - Director

27 March 2026

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

DIVIDENDS

No dividends will be distributed for the year ended 30 June 2025.

FUTURE DEVELOPMENTS

The directors aim to pursue management policies to aid the continued growth of the group.

DIRECTORS

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

M Donoghue

Mrs L A Norrie

J Milner

Other changes in directors holding office are as follows:

J Duffield - resigned 29 April 2025

D A Smith - appointed 15 January 2025

S McLean - appointed 15 January 2025

FINANCIAL INSTRUMENTS

The company's principal financial instruments comprise trade debtors, trade creditors, bank overdrafts and hire purchase agreements. The main purpose of these instruments is to raise funds to finance the company's operations.

The company's approach to managing risks applicable to the financial instruments is shown below.

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

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

In respect of bank overdrafts, liquidity risk is managed by maintaining a balance between the continuity of funding and flexibility through the use of overdrafts at floating and fixed rates of interest.

The company is a lessee in respect of finance leased assets. The monthly repayments on finance lease agreements are fixed and liquidity risk is managed by ensuring sufficient funds are available to meet amounts due.

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.

ON BEHALF OF THE BOARD:

D A Smith - Director

27 March 2026

Opinion

We have audited the financial statements of M.B.S.S. Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 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 30 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 five, 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:

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 primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management.

However, in identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following:

- the nature of the industry and sector, control environment and business performance;

- we also obtained an understanding of the legal and regulatory frameworks that the company operates in and determined that the most significant are those that relate to the reporting framework, FRS 102, the Companies Act 2006 and the relevant tax laws and regulations in the UK. In addition, we concluded that there are certain significant laws and regulations which may have an effect on the determination of the amounts and disclosures in the financial statements, relating in majority to general health and safety and employee matters;

- we reviewed results of our enquiries of management about their own identification and assessment of the risks of irregularities; and assessed how the entity identifies, evaluates and complies with laws and regulations and whether management were aware of any instances of non-compliance. We corroborated our enquiries through our review of board minutes and consideration of the results of our audit procedures across the company;

- we also considered how the entity detects and responds to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud, and;

- we considered the controls that the company has established to address risks identified, or that otherwise prevent, deter and detect fraud; and how management monitors those controls

- the internal controls established to mitigate risks of non-compliance with laws and regulations were also investigated.

- we also considered the existence of performance targets and their potential influence on management to manage earnings.

- where the risk was considered to be higher, we performed audit procedures to address each identified fraud risk.

These procedures were designed to provide reasonable assurance that the financial statements were free from fraud or error.

We reviewed financial statement disclosures and performed testing to supporting documentation to assess compliance with applicable laws and regulations.

We also tested the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business. There was a focus on manual journals and journals indicating large or unusual transactions; enquiries of company management; and challenging the assumptions and judgements made by management by reviewing third party evidence wherever possible.

The results of our procedures did not identify any instances or irregularities, including fraud.

No inherent difficulties were found in the standard processes for detecting irregularities; due to the minimal negative impact upon the business in the current year due to the sector in which it operates and the controls put in place, there was no significant shift in the control environment in the current year. This also meant that the nature, timing and extent of the audit procedures performed were not significantly impacted.

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.

Patrick Scargill ACA FCCA (Senior Statutory Auditor)

for and on behalf of Sowerby

Chartered Accountants and Statutory Auditors

Beckside Court

Annie Reed Road

Beverley

East Yorkshire

HU17 0LF

27 March 2026

TURNOVER

8,776,710

10,392,660

Cost of sales

7,338,976

8,632,868

GROSS PROFIT

1,437,734

1,759,792

Administrative expenses

1,198,506

1,151,552

OPERATING PROFIT and

PROFIT BEFORE TAXATION

239,228

608,240

Tax on profit

5

81,801

140,176

PROFIT FOR THE FINANCIAL YEAR

157,427

468,064

Profit attributable to:

Owners of the parent

157,427

468,064

PROFIT FOR THE YEAR

157,427

468,064

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

157,427

468,064

Total comprehensive income attributable to:

Owners of the parent

157,427

468,064

FIXED ASSETS

Intangible assets

8

-

-

Tangible assets

9

154,778

209,734

Investments

10

-

-

154,778

209,734

CURRENT ASSETS

Stocks

11

620,443

852,718

Debtors

12

1,556,004

2,066,779

Cash at bank and in hand

217,210

2,186,269

2,393,657

5,105,766

CREDITORS

Amounts falling due within one year

13

1,632,322

1,696,044

NET CURRENT ASSETS

761,335

3,409,722

TOTAL ASSETS LESS CURRENT LIABILITIES

916,113

3,619,456

PROVISIONS FOR LIABILITIES

15

34,476

45,246

NET ASSETS

881,637

3,574,210

CAPITAL AND RESERVES

Called up share capital

16

4,230

3,760

Share premium

17

106,920

106,920

Capital redemption reserve

17

-

470

Retained earnings

17

770,487

3,463,060

SHAREHOLDERS' FUNDS

881,637

3,574,210

The financial statements were approved by the Board of Directors and authorised for issue on 27 March 2026 and were signed on its behalf by:

D A Smith - Director

FIXED ASSETS

Intangible assets

8

-

-

Tangible assets

9

-

-

Investments

10

931,472

931,472

931,472

931,472

CURRENT ASSETS

Cash at bank

50

50

NET CURRENT ASSETS

50

50

TOTAL ASSETS LESS CURRENT LIABILITIES

931,522

931,522

CAPITAL AND RESERVES

Called up share capital

16

4,230

3,760

Share premium

17

106,920

106,920

Capital redemption reserve

17

-

470

Retained earnings

17

820,372

820,372

SHAREHOLDERS' FUNDS

931,522

931,522

Company's profit for the financial year

-

200,050

The financial statements were approved by the Board of Directors and authorised for issue on 27 March 2026 and were signed on its behalf by:

D A Smith - Director

Called up

Capital

share

Retained

Share

redemption

Total

capital

earnings

premium

reserve

equity

£

£

£

£

£

Balance at 1 July 2023

3,760

3,194,996

106,920

470

3,306,146

Changes in equity

Profit for the year

-

468,064

-

-

468,064

Total comprehensive income

-

468,064

-

-

468,064

Dividends

-

(200,000

)

-

-

(200,000

)

Balance at 30 June 2024

3,760

3,463,060

106,920

470

3,574,210

Changes in equity

Profit for the year

-

157,427

-

-

157,427

Other comprehensive income

-

(2,850,000

)

-

(470

)

(2,850,470

)

Total comprehensive income

-

(2,692,573

)

-

(470

)

(2,693,043

)

Issue of share capital

470

-

-

-

470

Balance at 30 June 2025

4,230

770,487

106,920

-

881,637

Called up

Capital

share

Retained

Share

redemption

Total

capital

earnings

premium

reserve

equity

£

£

£

£

£

Balance at 1 July 2023

3,760

820,322

106,920

470

931,472

Changes in equity

Profit for the year

-

200,050

-

-

200,050

Total comprehensive income

-

200,050

-

-

200,050

Dividends

-

(200,000

)

-

-

(200,000

)

Balance at 30 June 2024

3,760

820,372

106,920

470

931,522

Changes in equity

Profit for the year

-

-

-

-

-

Other comprehensive income

-

-

-

(470

)

(470

)

Total comprehensive income

-

-

-

(470

)

(470

)

Issue of share capital

470

-

-

-

470

Balance at 30 June 2025

4,230

820,372

106,920

-

931,522

Cash flows from operating activities

Cash generated from operations

1

1,100,404

991,258

Tax paid

(190,002

)

(143,779

)

Net cash from operating activities

910,402

847,479

Cash flows from investing activities

Purchase of tangible fixed assets

(40,590

)

(27,370

)

Sale of tangible fixed assets

11,129

-

Net cash from investing activities

(29,461

)

(27,370

)

Cash flows from financing activities

Employee Ownership Trust distribution

(2,850,000

)

-

Equity dividends paid

-

(200,000

)

Net cash from financing activities

(2,850,000

)

(200,000

)

(Decrease)/increase in cash and cash equivalents

(1,969,059

)

620,109

Cash and cash equivalents at beginning of year

2

2,186,269

1,566,160

Cash and cash equivalents at end of year

2

217,210

2,186,269

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

2025

2024

£

£

Profit before taxation

239,228

608,240

Depreciation charges

95,546

118,878

Profit on disposal of fixed assets

(11,129

)

-

323,645

727,118

Decrease in stocks

232,275

233,018

Decrease in trade and other debtors

510,775

735,804

Increase/(decrease) in trade and other creditors

33,709

(704,682

)

Cash generated from operations

1,100,404

991,258

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 30 June 2025

30/6/25

1/7/24

£

£

Cash and cash equivalents

217,210

2,186,269

Year ended 30 June 2024

30/6/24

1/7/23

£

£

Cash and cash equivalents

2,186,269

1,566,160

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1/7/24

Cash flow

At 30/6/25

£

£

£

Net cash

Cash at bank and in hand

2,186,269

(1,969,059

)

217,210

2,186,269

(1,969,059

)

217,210

Total

2,186,269

(1,969,059

)

217,210

1.	STATUTORY INFORMATION

M.B.S.S Limited is a private company limited by shares and incorporated and domiciled in England. It has its registered office and principal place of business at English Street, Hull, HU3 2BS.

The principal activity of the company is that of a holding company.

The presentational currency of the financial statements is Pound Sterling (£).

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

Going Concern

Having regard to liquidity risk, current market conditions and other factors affecting the group, the use of the going concern basis of accounting is appropriate as, in the opinion of the directors, there are no material uncertainties related to events or conditions that may cast significant doubt on the ability of the group to continue as a going concern.

The group's financial forecasts, taking into consideration the current environment, show that the group is expected to maintain a strong position, enabling it to continue operating for the foreseeable future.

Based on these facts and on the current financial position, forecasts and cash flows of the group, the directors have concluded that it is appropriate for the financial statements to be prepared on a going concern basis.

Basis of consolidation

During the year, control of the Group passed to MBSS Trustee Limited (the EOT). The EOT holds its interest through an independent corporate trust for the benefit of eligible employees.

In assessing the requirement to consolidate the EOT and its trustee company, the directors considered the control criteria set out in Section 9 of FRS 102. The directors concluded that the Group does not have power to govern the financial or operating policies of the EOT or its trustee, and therefore does not control these entities.

Accordingly, the EOT and the corporate trust are not consolidated within these consolidated financial statements. This represents a significant judgement made by the directors in applying the Group’s accounting policies.

Related party exemption

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