REGISTERED NUMBER: 14225263 (England and Wales)

FINANCIAL STATEMENTS

FOR THE PERIOD 1 SEPTEMBER 2023 TO 27 FEBRUARY 2025

FOR

RM STEEL LIMITED

PREVIOUSLY KNOWN AS

SDM PROFILES LIMITED

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTORS:

R G Melton

Mrs K R Melton

REGISTERED OFFICE:

27-29 Old Market

Wisbech

Cambridgeshire

PE13 1NE

REGISTERED NUMBER:

14225263 (England and Wales)

SENIOR STATUTORY AUDITOR:

Robert Booty ACA FCCA CTA

AUDITORS:

Wheelers

Chartered Accountants, Tax Consultants

& Statutory Auditors

27-29 Old Market

Wisbech

Cambridgeshire

PE13 1NE

FIXED ASSETS

Intangible assets

4

7,667

9,167

Tangible assets

5

111,590

194,499

119,257

203,666

CURRENT ASSETS

Stocks

6

59,657

83,010

Debtors

7

208,385

84,280

Cash at bank

2,958

70,786

271,000

238,076

CREDITORS

Amounts falling due within one year

8

640,080

399,010

NET CURRENT LIABILITIES

(369,080

)

(160,934

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(249,823

)

42,732

PROVISIONS FOR LIABILITIES

-

5,500

NET (LIABILITIES)/ASSETS

(249,823

)

37,232

CAPITAL AND RESERVES

Called up share capital

100

100

Retained earnings

(249,923

)

37,132

(249,823

)

37,232

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Statement of Income and Retained Earnings has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 22 May 2026 and were signed on its behalf by:

R G Melton - Director

1.	STATUTORY INFORMATION

RM Steel Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

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

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The financial statements have been prepared on a going concern basis.

During the period, the company decided for operating reasons to change the accounting reference date to 27 February 2025. The current period is an 18 month period and the comparatives are for a 12 month period.

Events and Conditions

The Company has incurred trading losses and experienced sustained cash flow pressures since the reporting date. These conditions have resulted in working capital constraints and increased reliance on secured intercompany funding and creditor support. At the reporting date the Company had net liabilities of £249,823.

Subsequent to the reporting date, on 27 November 2025, two fellow subsidiary companies entered insolvency processes and a further fellow subsidiary entered liquidation on 15 January 2026. Further details of these events are set out in Note 11. The parent company, Stuart Holdings Limited, and the remaining trading subsidiaries including the Company have not entered administration or liquidation and continue to operate.

All subsidiary companies are indebted to the parent company at 27 February 2025. These balances are secured by debentures granted in favour of the parent company. However, the timing and quantum of any recoveries under those debentures are dependent on the outcome of formal insolvency processes and the realisable value of the underlying assets. Such outcomes are inherently uncertain and not within the direct control of the Group. Recoveries may also be affected by the settlement of preferential and secured creditor claims ranking ahead of or pari passu with the parent company.

The administrator of a fellow subsidiary has raised certain queries regarding the origins of the loan balances and the validity of the debentures in place. Although the directors consider this to be remote, if this were the case then it is possible that the parent company may well be in a position whereby it has amounts payable to fellow subsidiaries in administration. Depending on the quantum of these balances it could have a material effect on the Group's ability to continue as a going concern.

In addition the company is currently using assets owned by the fellow subsidiaries that are in administration. The transfer of these assets has yet to be formalised and is likely dependant on the outcome of the realisation of funds under the relevant debentures.

The Group operates within the UK construction sector, which continues to experience challenging market conditions, including reduced contract margins, subcontractor insolvencies, volatility in material costs, elevated financing costs and constrained access to project funding. These factors increase trading uncertainty and working capital risk across the sector.

The Company's ability to continue as a going concern is dependent upon:

- The continued support of its parent undertaking;

- The ongoing availability of working capital facilities within the Group; and

- The broader financial stability of the Group following the insolvency of certain entities.

The outcome of the administration and liquidation processes affecting fellow subsidiaries, and the impact on overall Group liquidity, remain uncertain.

Forecasts and Mitigating Actions

The director has prepared forecasts covering a period to 28 February 2027.

The forecasts are particularly sensitive to:

- The timing and value of asset realisations within the group;

- The level of future revenue generation within the remaining trading subsidiaries of Stuart Holdings Limited; and

- The successful implementation and timing of planned cost reductions within the group.

- The ongoing support of the landlord and the parent company.

After considering the forecasts and the current trading performance of the Company, the director has concluded that it is appropriate to prepare the financial statements on a going concern basis.

Material Uncertainty

The Company’s net liabilities position, its reliance on Group support and the wider Group insolvency events described above indicate the existence of a material uncertainty which may cast significant doubt on the Company’s ability to continue as a going concern.

The financial statements do not include any adjustments that would result if the Company were unable to continue as a going concern.

Critical accounting judgements and key sources of estimation uncertainty

The directors have exercised significant judgement in concluding that the going concern basis of preparation remains appropriate despite the insolvency of certain fellow subsidiaries after the reporting date. This assessment is dependent on forecasts and assumptions regarding asset realisations, trading performance and cost reductions.

There is material estimation uncertainty relating to the recoverability of the loans within the parent company and amounts due from subsidiaries subject to insolvency processes. The ultimate outcome of those processes and the level of distributions, if any, are inherently uncertain.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

The company's revenue is primarily derived from contracts to fabricate and install structural steelwork. Turnover from these contracts is recognised monthly based on the work completed under the contract.

The company also manufactures and sells a range of steel products as supply only. Supply only work is recognised on delivery of the goods as the significant risk and rewards of ownership has transferred to the buyer.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Computer software is being amortised evenly over its estimated useful life of ten years.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Leasehold improvements

-

10% on cost and over term of the lease

Plant and machinery

-

15% on reducing balance

Fixtures and fittings

-

15% on reducing balance

Computer equipment

-

20% reducing balance

Tangible fixed assets are initially measured at cost. Cost includes the purchase price of the asset and any costs 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.

Tangible fixed assets are subsequently measured using the cost model and are stated at cost less accumulated depreciation and accumulated impairment losses.

Stocks

Stocks of raw materials are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items. Cost is generally determined using a first in first out method.

Cost comprises direct materials and where applicable direct labour costs and those overheads that have been incurred into bringing the stock to their present location and condition.

Net realisable value is the price at which stock can be realised in the normal course of business

Taxation

Taxation for the period comprises current and deferred tax. Tax is recognised in the Statement of Income and Retained Earnings, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the period end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the period was 9 (2023 - 8 ) .

4.	INTANGIBLE FIXED ASSETS

Computer

software

£

COST

At 1 September 2023

and 27 February 2025

10,000

AMORTISATION

At 1 September 2023

833

Amortisation for period

1,500

At 27 February 2025

2,333

NET BOOK VALUE

At 27 February 2025

7,667

At 31 August 2023

9,167

5.	TANGIBLE FIXED ASSETS

Fixtures

Leasehold

Plant and

and

improvements

machinery

fittings

£

£

£

COST

At 1 September 2023

72,599

138,161

918

Additions

-

3,828

-

At 27 February 2025

72,599

141,989

918

DEPRECIATION

At 1 September 2023

12,541

15,557

23

Charge for period

21,779

28,039

201

Impairments

38,279

-

-

At 27 February 2025

72,599

43,596

224

NET BOOK VALUE

At 27 February 2025

-

98,393

694

At 31 August 2023

60,058

122,604

895

Motor

Computer

vehicles

equipment

Totals

£

£

£

COST

At 1 September 2023

-

13,266

224,944

Additions

5,813

-

9,641

At 27 February 2025

5,813

13,266

234,585

DEPRECIATION

At 1 September 2023

-

2,324

30,445

Charge for period

969

3,283

54,271

Impairments

-

-

38,279

At 27 February 2025

969

5,607

122,995

NET BOOK VALUE

At 27 February 2025

4,844

7,659

111,590

At 31 August 2023

-

10,942

194,499

6.

STOCKS

27.2.25

31.8.23

£

£

Stocks

59,657

83,010

7.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

27.2.25

31.8.23

£

£

Trade debtors

5,337

71,543

Amounts owed by group undertakings

194,629

-

Other debtors

-

620

Prepayments and accrued income

8,419

12,117

208,385

84,280

8.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

27.2.25

31.8.23

£

£

Trade creditors

133,308

241,738

Amounts owed to group undertakings

444,251

87,247

Social security and other taxes

6,924

12,118

VAT

12,067

16,475

Other creditors

-

1,821

Accruals and deferred income

43,530

39,611

640,080

399,010

9.	SECURED DEBTS

The following secured debts are included within creditors:

27.2.25

31.8.23

£

£

Amounts owed to parent company

437,207

-

The loan is secured by a debenture in favour of the parent company, Stuart Holdings Limited, the debenture contains fixed and floating charges over the assets of the company.

10.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was qualified on the following basis:

Basis for disclaimer of opinion

On the 27 November 2025, SDM Fabrication Limited, the predominant trading subsidiary of the group that RM Steel Limited belongs, entered administration and another fellow subsidiary Stuart Cranes & Plant Limited entered liquidation, together with a further fellow subsidiary, Stuart Design & Build Limited on 15 January 2026.

Although RM Steel Limited (formerly SDM Profiles Limited) ceased to trade in September 2025, it recommenced trading in January 2026, undertaking similar work that had previously been undertaken by SDM Fabrication Limited.

As detailed in note 2, RM Steel Limited and most fellow subsidiary companies are indebted to the parent company at 27 February 2025. These balances are secured by way of debentures in favour of the parent company. The total owing across the group to the parent company at 27 February 2025 was £1,619,079 of which RM Steel Limited owed £437,207. The administrator has subsequently raised substantive queries regarding these loan balances and the validity of the debentures in place. The directors are in the process of obtaining legal advice regarding this matter but are currently not in a position to make an assessment of the effect of these challenges. The effect of the outcome could be that intercompany balances are to be reclassified as transactions between different group entities. In addition movements on these balances subsequent to the balance sheet date may also be subject to reclassification.

Furthermore, if the validity of the debentures and security is found to not be enforceable then this could have a material effect on the remaining group members, if the balances were called upon by the parent company or companies in administration or insolvency processes. Depending upon the outcome of these investigations, it could result in members of the Group and the company impairing intercompany loan balances and may result in the accounts being prepared on a basis other than that on a going concern.

Although RM Steel Limited continues to trade, it is utilising assets under the consent of the administrator on an informal basis. The transfer of these assets has yet to be formalised and is likely to be dependant on the outcome of the administrators investigations.

We were unable to confirm or verify by alternative means the likely outcome of the position. The effects are so material and pervasive that we are unable to form an opinion on the going concern basis or that the intra-group balances contained within the financial statements are free from mis-statement.

Robert Booty ACA FCCA CTA (Senior Statutory Auditor)

for and on behalf of Wheelers

11.	RELATED PARTY DISCLOSURES

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.

12.	POST BALANCE SHEET EVENTS

On 27 November 2025, subsequent to the reporting date, two fellow subsidiary companies of the Group entered insolvency processes and one further fellow subsidiary followed on the 15 January 2026.

The insolvency appointments arose following continued trading losses and cash flow pressures within those entities. At the reporting date, although trading conditions were challenging, formal insolvency processes had not commenced.

All subsidiary companies are indebted to the parent company and such balances are secured by debentures granted in favour of the parent company. The recoverability of those balances is dependent upon the outcome of the administration and liquidation processes and the realisation of underlying assets of these fellow subsidiary entities. The administrator of these entities has subsequently raised substantive queries regarding these loan balances and the validity of the debentures in place.

The directors are actively engaging with the appointed administrator and liquidators to maximise asset recoveries. As at the date of approval of these financial statements, the financial effect of the insolvency processes, including the level and timing of any distributions to the parent company, cannot be reliably quantified.

These events have been considered as part of the directors’ assessment of going concern as set out in Note 2.

13.	ULTIMATE PARENT COMPANY

Stuart Holdings Limited (incorporated in England and Wales) is regarded by the directors as being

the company's ultimate parent company.

The registered office of Stuart Holdings Limited is 27-29 Old Market, Wisbech, Cambridgeshire, England, PE13 1NE. Copies of group accounts can be obtained from Companies House.

14.	LEASE AGREEMENT

A tenancy at will for the property which RM Steel Limited trades from was signed in SDM Fabrication Limited's name, a fellow group company. SDM Fabrication Limited entered administration on 27 November 2025. The company continued to operate from the site until December 2025 when the site became occupied by Kimmy's Autos Limited, a fellow subsidiary of Stuart Holdings Limited.

At the time of signing the accounts, the novation of this agreement was still in the process of being completed in favour of Kimmy's Autos Limited. As a result of the uncertainty regarding this novation, full provision of £38,278 in respect of the residual value of the leasehold improvements has been made.