REGISTERED NUMBER: 11580124 (England and Wales)

GROUP STRATEGIC REPORT, REPORT OF THE DIRECTOR AND

CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025

FOR

USPS GROUP LIMITED

Page

Company Information

1

Group Strategic Report

2

Report of the Director

5

Report of the Independent Auditors

9

Consolidated Income Statement

12

Consolidated Other Comprehensive Income

13

Consolidated Balance Sheet

14

Company Balance Sheet

15

Consolidated Statement of Changes in Equity

16

Company Statement of Changes in Equity

17

Consolidated Cash Flow Statement

18

Notes to the Consolidated Cash Flow Statement

19

Notes to the Consolidated Financial Statements

21

DIRECTOR:

G B Costigan

REGISTERED OFFICE:

Gibbons Industrial Park

Dudley Road

Kingswinford

West Midlands

DY6 8XF

REGISTERED NUMBER:

11580124 (England and Wales)

AUDITORS:

Blackthorns

Chartered Accountants

and Registered Auditors

Admiral House

Waterfront East

Brierley Hill

West Midlands

DY5 1XG

The director presents his strategic report of the company and the group for the year ended 31 December 2025.

REVIEW OF BUSINESS

2025 was largely consistent throughout. Low prices, low volatility environment, stable market conditions, this allowing for greater planning on input and output.

UK hot rolled coil prices did rise through H1, before retreating to its January starting point. S275 material delivered started the year at £526/t and finished at £528/t.

USP ended 2025 with record sales volumes, 13% above budget, and 22% above 2024 performance. Sales revenues were also 5% above budget. Overall, the company recorded a NP of £0.9m. Since USP was formed in 2017 the company has recorded profits of £28.3m.

We are continuing to invest and transform the business, we are delivering against it and building the capabilities that will define our future.

RBS continue to provide funding, and we continue to enjoy an excellent relationship with them.

PROFITABILITY

Profit before tax amounted to £1,281,901 (2024 Loss - £1,558,982).

The directors consider that the result was excellent in view of the market challenges and relocating the business in full.

PRINCIPAL RISKS AND UNCERTAINTIES

The company recognises areas of risk to the business and is committed to manage those key risks.

-

Stock is managed with discipline to control borrowing levels.

-

Overhead expenditure is tightly controlled.

-

Security of supply is managed by continuous close and loyal relationships with key partners.

-

Financial information is shared with credit agencies.

-

The group has recently extended its debt protection policy with Tokio Marine (TMHCC) until 2025.

-

The group has a strong and loyal customer base with continued growth in numbers and market sectors.

-

Directors and senior commercial employees monitor competitor activity and market trends

-

The company undertakes a continuous improvement approach to people and processes

-

The company recognises areas of risk to the business and is committed to managing those key risks

KEY PERFORMANCE INDICATORS

The group measures business performance using key performance indicators with reference to turnover, gross profit and operating profit.

2025

2024

£

£

Turnover

100,706,033

117,241,184

Gross profit

8,008,053

4,790,988

Operating profit / (loss)

2,340,416

(102,867

)

Sales and margin statistics are also closely monitored.

SECTION 172(1) STATEMENT

This report sets out how the directors have had regard to the matters set out in section 172(1)(a) to (f) when performing their duties under section 172 of the Companies Act 2006. This requires directors to act in the way they consider, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole and, in doing so have regard (amongst other matters) to:

-

the likely consequences of any decision in the long term;

-

the interests of the groups employees;

-

the need to foster the groups business relationships with suppliers, customers and others;

-

the impact of the groups operations on the community and the environment;

-

the desirability of the group maintaining a reputation for high standards of business conduct; and

-

the need to act fairly between members of the group.

The board works closely together in the day to day running of the business and regularly discuss strategic and operational matters. The board is conscious of the impact its business decisions have on stakeholders as well as the wider impact on society.

The likely consequences of any decision in the long term

The board is mindful that certain decisions can have longer term consequences. Evaluation of proposals are based on a balance of meeting shorter term objectives and due consideration to the longer term strategy of the business.

The interests of the groups employees

The board has regard to the interests of its employees in its decision making and engages with employees as appropriate. The board recognises the importance of attracting, retaining and motivating employees and prioritises the health, safety and wellbeing of its workforce.

The need to foster business relationships with suppliers, customers and others

The board has regard to stakeholder relationships in its decision making. Both customers and suppliers are regarded with equal importance, and the board believe that forging strong relationships with both is of benefit to all parties.

The impact of the groups operations on the community and the environment

The board is aware of the potential impact of its activities on the community and the environment. Any decisions regarding operations are made with due consideration to the local community and any possible impact on the environment.

The desirability of the group maintaining a reputation for high standards of business conduct

The board is committed to maintaining the reputation it has built with customers and suppliers alike. All employees are expected to carry out their business dealings with integrity.

The need to act fairly between members of the group

All shareholders are involved in any key decision making.

HEALTH AND SAFETY

The group is committed to achieving the highest practicable standards in health and safety management and strives to ensure environments are safe for employees and visitors.

ENVIRONMENT

The group recognises its corporate responsibility to carry out its operations whilst minimising environmental impacts. The directors' continued aim is to comply with all applicable environmental legislation, prevent pollution and reduce waste wherever possible.

ON BEHALF OF THE BOARD:

G B Costigan - Director

14 May 2026

The director presents his report with the financial statements of the company and the group for the year ended 31 December 2025.

PRINCIPAL ACTIVITY

The principal activity of the company is that of a holding company renting property to its trading subsidiary.

The principal activity of the group is that of a steel stockholder and service centre.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2025.

No dividends will be distributed for the year ended 31 December 2025 ( 2024 - £Nil)

DIRECTOR

G B Costigan held office during the whole of the period from 1 January 2025 to the date of this report.

STREAMLINED ENERGY AND CARBON REPORTING

Greenhouse gas emissions and energy consumption

Unit

2025

2024

Fuel - vehicles

tCO2e

0

0

Gas

tCO2e

5.95

0

Purchased electricity

tCO2e

406.05

26.20

Total emissions

tCO2e

412.00

26.20

Total energy consumption

kWh

2,253,838

143,503

Intensity ratio: tonnes

CO2e per production staff

13.73

0.56

Key Notes & Commentary (2025 vs 2024)

The significant increase in energy consumption and emissions is due to:

o The acquisition of one business and the amalgamation of one other during 2025

o Expansion from 1 site to 3 operating sites

2024 represented a single-site operation, whereas 2025 reflects a group structure

Energy Consumption Breakdown (2025)

Electricity (all sites): 2,221,564 kWh

Gas (new sites only): 32,274 kWh

Total Energy: 2,253,838 kWh

Note: Unlike 2024, gas is now present due to acquired entities.

Methodology

Electricity emissions calculated using UK Government 2024 conversion factor:

0.18238 kg CO2e per kWh

Gas emissions estimated using standard UK conversion factors (~0.184 kg CO2e/kWh equivalent)

Data based on metered consumption across all three sites

Operational Commentary

90% of fleet is electric vehicles (EVs), materially reducing Scope 1 transport emissions

Energy Efficiency & Carbon Reduction Actions

The group continues to improve energy efficiency across the enlarged group:

1. Solar Energy

Solar panels installed at one site

Provides renewable energy and reduces reliance on grid electricity

Future rollout potential across remaining sites

2. Fleet Electrification

90% of vehicles are electric

EV charging infrastructure in place

Significantly lowers transport-related emissions

3. LED Lighting

All three sites fully converted to LED lighting

Immediate reduction in electricity consumption

4. Energy Management

Monitoring of energy usage across all sites

Focus on identifying high-consumption processes post-acquisition

5. Employee Engagement

Staff encouraged to adopt energy-saving behaviours

Operational efficiencies being standardised across newly acquired businesses

The increase in energy consumption and associated emissions in 2025 reflects the acquisition of two additional businesses during the year, resulting in the expansion from a single operating site to three sites.

The group continues to focus on reducing its environmental impact through the use of renewable energy, with solar panels installed at one site, and through fleet electrification, with approximately 90% of vehicles now electric. All sites operate with energy-efficient LED lighting.

Management continues to monitor energy usage across the enlarged Group and identify opportunities for further efficiency improvements.

DISCLOSURE IN THE STRATEGIC REPORT

The director has opted to disclose the results of the group, its likely future developments and its financial risk management objectives and policies within the strategic report as he considers these items to be of sufficient strategic importance to the financial statements.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

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

Company law requires the director to prepare financial statements for each financial year. Under that law the director

has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting

Practice (United Kingdom Accounting Standards and applicable law). Under company law the director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the company and 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 then apply them consistently;

- make judgements and accounting estimates that are reasonable and prudent;

- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The director is responsible for keeping adequate accounting records that are sufficient to show and explain the

company's 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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the director is aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

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

ON BEHALF OF THE BOARD:

G B Costigan - Director

14 May 2026

Opinion

We have audited the financial statements of USPS Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 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 31 December 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 director's 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 director with respect to going concern are described in the relevant sections of this report.

Other information

The director is responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Director, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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 Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and

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

Matters on which we are required to report by exception

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 Director.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

-	adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

-	the parent company financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of director's remuneration specified by law are not made; or

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

Responsibilities of director

As explained more fully in the Statement of Director's Responsibilities set out on page seven, the director is responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the director determines necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the director is responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the director either intends to liquidate the group or the parent company or to cease operations, or has no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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

Based on our understanding of the company and industry we did not identify any risks of non compliance with laws and regulations that would impact on the company's ability to trade or have a material impact on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements, such as the Companies Act 2006 and UK tax legislation. We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risk was regarding completeness of income.

Audit procedures performed included:

-

discussions with management, including consideration of known or suspected instances of non-compliance with laws and regulations and fraud;

-

reviewing correspondence for any issues of non-compliance;

-

identifying and testing journal entries both at the year end and during the year, in particular any journal entries posted with unusual account combinations or posted by senior management; and

-

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

There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, 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 or collusion.

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.

Victoria Brassington BA FCA (Senior Statutory Auditor)

for and on behalf of Blackthorns

Chartered Accountants

and Registered Auditors

Admiral House

Waterfront East

Brierley Hill

West Midlands

DY5 1XG

14 May 2026

TURNOVER

3

100,706,033

117,241,184

Cost of sales

92,697,980

112,450,196

GROSS PROFIT

8,008,053

4,790,988

Administrative expenses

5,697,326

4,893,853

2,310,727

(102,865

)

Other operating income

29,689

-

OPERATING PROFIT/(LOSS)

5

2,340,416

(102,865

)

Interest payable and similar expenses

6

1,058,515

1,456,117

PROFIT/(LOSS) BEFORE TAXATION

1,281,901

(1,558,982

)

Tax on profit/(loss)

7

527,414

(349,895

)

PROFIT/(LOSS) FOR THE FINANCIAL YEAR

754,487

(1,209,087

)

Profit/(loss) attributable to:

Owners of the parent

754,487

(886,420

)

Non-controlling interests

-

(322,667

)

754,487

(1,209,087

)

PROFIT/(LOSS) FOR THE YEAR

754,487

(1,209,087

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

754,487

(1,209,087

)

Total comprehensive income attributable to:

Owners of the parent

754,487

(1,209,087

)

FIXED ASSETS

Intangible assets

9

4,126,703

4,539,039

Tangible assets

10

19,445,119

14,883,875

Investments

11

-

-

23,571,822

19,422,914

CURRENT ASSETS

Stocks

12

17,533,307

20,768,999

Debtors

13

27,407,439

23,646,549

Cash at bank and in hand

122,275

172,403

45,063,021

44,587,951

CREDITORS

Amounts falling due within one year

14

48,286,596

46,969,508

NET CURRENT LIABILITIES

(3,223,575

)

(2,381,557

)

TOTAL ASSETS LESS CURRENT LIABILITIES

20,348,247

17,041,357

CREDITORS

Amounts falling due after more than one year

15

(3,408,092

)

(1,225,589

)

PROVISIONS FOR LIABILITIES

19

(1,015,000

)

(645,000

)

NET ASSETS

15,925,155

15,170,768

CAPITAL AND RESERVES

Called up share capital

20

26

26

Retained earnings

21

15,925,129

15,493,309

SHAREHOLDERS' FUNDS

15,925,155

15,493,335

NON-CONTROLLING INTERESTS

-

(322,567

)

TOTAL EQUITY

15,925,155

15,170,768

The financial statements were approved by the director and authorised for issue on 14 May 2026 and were signed by:

G B Costigan - Director

FIXED ASSETS

Intangible assets

9

-

-

Tangible assets

10

9,915,090

10,017,805

Investments

11

250,225

250,125

10,165,315

10,267,930

CURRENT ASSETS

Debtors

13

5,114,861

5,114,861

Cash at bank and in hand

27,023

25,438

5,141,884

5,140,299

CREDITORS

Amounts falling due within one year

14

1,332,787

1,598,343

NET CURRENT ASSETS

3,809,097

3,541,956

TOTAL ASSETS LESS CURRENT LIABILITIES

13,974,412

13,809,886

CREDITORS

Amounts falling due after more than one year

15

(8,000,000

)

(8,000,000

)

PROVISIONS FOR LIABILITIES

19

(485,000

)

(515,000

)

NET ASSETS

5,489,412

5,294,886

CAPITAL AND RESERVES

Called up share capital

20

26

26

Retained earnings

21

5,489,386

5,294,860

SHAREHOLDERS' FUNDS

5,489,412

5,294,886

Company's profit for the financial year

194,526

192,078

The financial statements were approved by the director and authorised for issue on 14 May 2026 and were signed by:

G B Costigan - Director

Called up

share

Retained

Non-controlling

Total

capital

earnings

Total

interests

equity

£

£

£

£

£

Balance at 1 January 2024

26

16,379,729

16,379,755

-

16,379,755

Changes in equity

Total comprehensive income

-

(886,420

)

(886,420

)

-

(886,420

)

26

15,493,309

15,493,335

-

15,493,335

Non-controlling interest arising on business combination

-

-

-

(322,567

)

(322,567

)

Balance at 31 December 2024

26

15,493,309

15,493,335

(322,567

)

15,170,768

Changes in equity

Total comprehensive income

-

431,820

431,820

-

431,820

26

15,925,129

15,925,155

(322,567

)

15,602,588

Acquisition of non-controlling interest

-

-

-

322,567

322,567

Balance at 31 December 2025

26

15,925,129

15,925,155

-

15,925,155

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2024

26

5,102,782

5,102,808

Changes in equity

Total comprehensive income

-

192,078

192,078

Balance at 31 December 2024

26

5,294,860

5,294,886

Changes in equity

Total comprehensive income

-

194,526

194,526

Balance at 31 December 2025

26

5,489,386

5,489,412

Cash flows from operating activities

Cash generated from operations

1

972,685

12,444,769

Interest paid

(1,057,617

)

(1,456,117

)

Interest element of hire purchase payments paid

(898

)

-

Tax paid

73,613

36,368

Net cash from operating activities

(12,217

)

11,025,020

Cash flows from investing activities

Purchase of tangible fixed assets

(5,454,471

)

(632,035

)

Sale of tangible fixed assets

129,344

309,200

Purchase of subsidiaries (net of cash)

-

(6,445,249

)

Net cash from investing activities

(5,325,127

)

(6,768,084

)

Cash flows from financing activities

New loans in year

2,900,000

-

Loan repayments in year

(831,080

)

(610,024

)

Paid to acquire non controlling interest

(100

)

-

Capital repayments in year

(5,482

)

(2,783

)

Amount introduced by directors

65,083

475,000

Amount withdrawn by directors

(46,137

)

-

Net cash from financing activities

2,082,284

(137,807

)

(Decrease)/increase in cash and cash equivalents

(3,255,060

)

4,119,129

Cash and cash equivalents at beginning of year

2

(16,543,222

)

(20,662,351

)

Cash and cash equivalents at end of year

2

(19,798,282

)

(16,543,222

)

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

31.12.25

31.12.24

£

£

Profit/(loss) before taxation

1,281,901

(1,558,982

)

Depreciation charges

1,278,408

1,066,649

Profit on disposal of fixed assets

(102,189

)

(12,922

)

Finance costs

1,058,515

1,456,117

3,516,635

950,862

Decrease in stocks

3,235,692

13,367,089

(Increase)/decrease in trade and other debtors

(3,760,890

)

1,955,557

Decrease in trade and other creditors

(2,018,752

)

(3,828,739

)

Cash generated from operations

972,685

12,444,769

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 December 2025

31.12.25

1.1.25

£

£

Cash and cash equivalents

122,275

172,403

Bank overdrafts

(19,920,557

)

(16,715,625

)

(19,798,282

)

(16,543,222

)

Year ended 31 December 2024

31.12.24

1.1.24

£

£

Cash and cash equivalents

172,403

65,606

Bank overdrafts

(16,715,625

)

(20,727,957

)

(16,543,222

)

(20,662,351

)