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Registered number:
FOR THE YEAR ENDED 31 DECEMBER 2025
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UPTONSTEEL HOLDINGS LIMITED
COMPANY INFORMATION
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UPTONSTEEL HOLDINGS LIMITED
CONTENTS
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UPTONSTEEL HOLDINGS LIMITED
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The Directors are satisfied with the performance of the Group during the year under review, which saw the business, once again, deliver a healthy trading performance, which was in line with expectations.
During the year the Group’s marketplace saw a continuation of the more normal levels of demand and price stability experienced in the previous year. Consequently, the Group achieved a turnover of £95.1m in the year, which was slightly lower than the previous year (31 December 2024 - £99.7m). Gross profit margins were slightly higher at 16.2% (2024 – 14.2%), meaning the Group generated an operating profit of £2.6m (31 December 2024 - £1.9m) and a profit before tax of £1.9m ( 31 December 2024 - £1.4m). As in the prior year the Group retained all after tax profit generated, with the result that net assets increased to £4.6m (2024 - £3.1m). This result was once again achieved against a landscape of ongoing economic uncertainty and global disruption, caused by continuing world conflicts and volatility in interest rates, inflation and other economic variables, as well as a high degree of political uncertainty. As in previous years, this performance reflects the Board's clear and positive focus on its product purchasing and sales strategies, which remain consistent and forward-thinking. Activity levels since the year end have remained positive, accordingly the Board are cautiously confident about the ongoing prospects of the business. During the year the group, of which the Company is the ultimate parent, carried out a reorganisation to simplify its overall structure. As a part of this reorganisation, the Company became the immediate parent company of C.J. Upton & Sons Limited and Brandvik Limited. This reorganisation had no impact on cash or overall group net assets.
The Directors have assessed the main risks to the business being the ongoing impact of Brexit and the introduction of EU steel safeguarding measures, which continue to inhibit the Group's ability to source products from its traditional source of supply.
However, the Group continues to mitigate these risks by an ongoing policy of maintaining and fostering the already strong relationships with its longstanding global supply chain, as well as developing and nurturing relationships from new sources and regions. The Group has moderate exposure to price, credit, liquidity and cash flow risk. These risks are effectively managed through maintaining and building strong relationships with suppliers, long-term customers and financing partners, all of whom remain loyal and supportive. The principal credit risk arises from trade debtor exposure but is mitigated by robust referencing procedures and extensive use of credit insurance.
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UPTONSTEEL HOLDINGS LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
The two key performance indicators most relevant to the Group are its gross profit margin and debtor days, both of which are closely managed and monitored on a regular basis through reviews of monthly management information, a long-term product purchasing strategy and rigorous credit control procedures.
During the year under review, the Group's gross profit margin was 16.2% (2024 - 14.2%). During the year under review, the Group’s debtor days were 77 (2024 - 75).
The Group does not use any other key performance indicators.
Directors' statement of compliance with duty to promote the success of the Group During the year, the Directors have had regard to the matters set out in S172 (1) (a) to (f) of the Companies Act 2006 whilst performing their duties. Whilst making decisions the directors ensure that they have acted in good faith, in a way they believe would promote the success of the Group for the benefit of its members as a whole. Specifically, the directors have considered the following:- a. The likely consequences of any decision in the long term; b. The interests of the Group's employees; c. The need to foster the Group's business relationships with suppliers, customers and others; d. The impact of the Group's operations on the community and the environment; e. The desirability of the Group maintaining a reputation for high standards of business conduct; and f. The need to act fairly between members of the Group. S172 (1) (a) The likely consequences of any decision in the long term The directors understand the business and the environment in which it operates. This is key to understanding the likely consequences of any long term decisions. There is a clear plan for growth which ensures they continue to sell quality products, satisfying customer and shareholder needs, amongst other stakeholders. Continually improving environmental performance and operating methods in line with key laws and regulations are integral and fundamental parts of the business strategy. This strategy is key to ensuring the Group is delivering on their duty of care for the benefit of future generations. S172 (1) (b) The interests of the Company's employees The directors recognise that the employees are key to the business and its success. What makes them different is their approach to relationships, which extends past the expected customer focus, to all their employees. Employee welfare and wellbeing is of the utmost importance, and they ensure all employees work in a safe and healthy environment and this is supported through regular external health and safety compliance checks. The directors regularly engage with employees through internal communication methods. When making decisions, the directors consider which course of action best delivers the Group strategy in the long term, taking into consideration all stakeholders of the Group, including the employees. S172 (1) (c) The need to foster the Group's business relationships with suppliers, customers and others The directors recognise that building relationships with suppliers and customers is also key to the success of the business. Their objective is to become a key partner, delivering quality products each time. This can only be achieved if they are also building relationships with their key suppliers. The directors recognise that working with suppliers and customers is also key to ensuring the impact to the environment is minimised. S172 (1) (d) The impact of the Group's operations on the community and the environment The group recognise the importance of minimising the impact of their operations on the community and environment.
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UPTONSTEEL HOLDINGS LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
S172 (1) (e) The desirability of the Group maintaining a reputation for high standards of business conduct
The Group is committed to improving quality and reducing any environmental impact, as noted above. This ensures that their reputation within the local community is maintained. S172 (1) (f) The need to act fairly between members of the Group When making decisions, the directors consider which course of action best delivers the Group strategy in the long term, taking into consideration all stakeholders of the Group. Employees Employees continue to underpin the success of the Group and as such, communication is paramount in ensuring that all employees understand what is expected of them and how they can contribute to the success of the business, as well as giving them the opportunity to provide constructive and practical feedback. The Group also remains committed to ensuring that employees are treated fairly and with appropriate respect. Business relationships Customers and suppliers remain the essence of the Company’s focus. The business continues to always work closely with both stakeholders to develop new ideas and approaches to deliver exceptional customer service, which has always been at the forefront of Company strategy and a key USP for the business in its marketplace. end. Post balance sheet event There have been no significant events affecting the Group since the year end.
This report was approved by the board and signed on its behalf.
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UPTONSTEEL HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors present their report and the financial statements for the year ended 31 December 2025.
The profit for the year, after taxation, amounted to £1,381k (2024 - £1,151k).
No dividends were declared during the year.
The directors who served during the year were:
The Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2018 requires the Company to disclose annual UK energy consumption and greenhouse gas emissions from SECR regulated sources.
The information below has been prepared and disclosed on a consolidated basis and includes all subsidiaries.
The Company is committed to responsible energy management and practice energy efficiency throughout the organisation, wherever it is cost effective. It is recognised that climate change is one of the most serious environmental challenges currently threatening the global community and we understand we have a role to play in reducing greenhouse gas emissions.
We have implemented the following during 2025:
∙Maintained ISO 14001 accreditation, monitoring and updating objectives regarding CO2 and Energy reduction;
∙Achieved energy reductions;
∙Continued to utilise 100% renewably sourced energy at all sites, utilising either solar, biomass or certified renewable electricity and gas;
∙Replaced more HGVs with new better fuel efficiency vehicles;
∙Purchased only hybrid or electric company cars;
∙Purchased electric forklift technology;
∙Installed additional car charging points; and
∙Invested in more energy efficient air compressor technology.
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UPTONSTEEL HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
∙Continuing to review energy efficiency improvements through analysing energy management system data;
∙Continued evaluation of the benefits of green fuels with HGVs;
∙Replacing more HGVs with new better fuel efficiency vehicles;
∙Replacing company cars with Hybrid or Electric vehicles
∙Reviewing lower drag HGV trailers; and
∙Evaluating low carbon steel production in advance of UK CBAM requirements in 2027.
The total emissions (tCO2e) figures for energy supplies reportable by the Company during the year was 2,241.054 (2024 – 2,299.611), a reduction of 2.5%. This can be further analysed as follows: 2025 2024 Scope 1 Company vehicle fleet 2,059.819 2,137.200 Gas 181.235 162.411 Scope 2 Electricity 0.00 0.00 Total 2,241.054 2,299.611
∙The company does not provide fuel for business travel in rental cars or employee-owned vehicles. Therefore, emissions from business travel in rental cars or employee-owned vehicles where the company is responsible for purchasing the fuel (Scope 3) are reported as nil.
∙Scope 2 emissions disclosed are reported on a market-based basis rather than a location-based basis. Location-based Scope 2 emissions will be calculated and disclosed in future reporting periods.
The Company has followed the Greenhouse Gas Protocol corporate accounting standard and has used the 2022 UK Government's Conversion Factors to create this report. When collecting total energy consumption verifiable data has been used where reasonably practicable. Electricity, gas and other fuels data has been obtained from meter readings and using invoices from suppliers. Transport data has been obtained through invoices and data management reports. Information supplied in litres has been converted to kWh using the UK Government's Conversion Factors (2022) information.
The Group has chosen in accordance with section 414C (11) of the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013 to set out in the Group's Strategic Report certain matters required by schedule 7 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008.
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UPTONSTEEL HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
The auditor, MHA, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Group's financial statements and then apply them consistently;
∙make judgements and accounting estimates that are reasonable and prudent;
∙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 Group will continue in business.
The directors are 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 the Group and to 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.
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UPTONSTEEL HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
This report was approved by the board and signed on its behalf.
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UPTONSTEEL HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF UPTONSTEEL HOLDINGS LIMITED
We have audited the financial statements of Uptonsteel Holdings Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2025, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Analysis of Net Debt, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including 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 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 or 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.
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UPTONSTEEL HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF UPTONSTEEL HOLDINGS LIMITED (CONTINUED)
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 our report, we do not express any form of assurance conclusion thereon. 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 this other information, we are required to report that fact.
We have nothing to report in this regard.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Group Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
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 Directors' Report.
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UPTONSTEEL HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF UPTONSTEEL HOLDINGS LIMITED (CONTINUED)
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 Group financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
∙Enquiry of management and those charged with governance around actual, potential or suspected litigation, claims, non-compliance with applicable laws and regulations and fraud;
∙Enquiry of entity staff in tax and compliance functions and external advisors to identify any instances of non-compliance with laws and regulations;
∙Performing audit work over the risk of management override, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transations outside the normal course of business and reviewing accounting estimates for bias;
∙Reviewing the financial statements disclosures and testing these to supporting documentation to assess compliance with applicable laws and regulations;
∙Discussions amongst the engagement team in relation to how and where fraud might occur in the financial statements and any potential indicators of fraud; and
∙Reviewing minutes of meetings held during the year.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
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 Auditor's Report.
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UPTONSTEEL HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF UPTONSTEEL HOLDINGS LIMITED (CONTINUED)
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.
for and on behalf of
MHA, Statutory Auditor
Leicester
United Kingdom Date: MHA is the trading name of MHA Audit Services LLP, a limited liability partnership in England and Wales (registered number OC455542).
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UPTONSTEEL HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
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UPTONSTEEL HOLDINGS LIMITED
REGISTERED NUMBER: 14716659
CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2025
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UPTONSTEEL HOLDINGS LIMITED
REGISTERED NUMBER: 14716659
CONSOLIDATED BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 22 to 41 form part of these financial statements.
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UPTONSTEEL HOLDINGS LIMITED
REGISTERED NUMBER: 14716659
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2025
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UPTONSTEEL HOLDINGS LIMITED
REGISTERED NUMBER: 14716659
COMPANY BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 22 to 41 form part of these financial statements.
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UPTONSTEEL HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
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UPTONSTEEL HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
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UPTONSTEEL HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025
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UPTONSTEEL HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
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UPTONSTEEL HOLDINGS LIMITED
CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 DECEMBER 2025
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UPTONSTEEL HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
The entity is a private company limited by shares, which is incorporated in England and Wales. The registered office address is 21 Shaw Lane, Markfield, Leicester, LE67 9PU. The Company registration number is 14716659.
The principal activity of the Company and the Group is disclosed in the Directors' Report.
2.Accounting policies
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.
The financial statements have been presented in British Pound Sterling (£).
The following principal accounting policies have been applied:
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases. Transactions undertaken as part of a common-control group reconstruction are accounted for using merger accounting principles. This includes share transfers and directly attributable restructuring adjustments. Any resulting difference is recognised within the merger reserve. In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102.
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UPTONSTEEL HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
After reviewing the Company's and Group's forecasts and projections, the directors have a reasonable expectation that the Company and the Group has adequate resources to continue in operational existence for the foreseeable future and has the ability to continue as a going concern for at least the next 12 months therefore these financial statements are prepared on a going concern basis.
Rentals paid under operating leases are charged to the Consolidated Statement of Comprehensive Income on a straight-line basis over the lease term.
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UPTONSTEEL HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Assets obtained under hire purchase agreements are capitalised as tangible fixed assets and are depreciated over their useful lives. Obligations under such agreements are included in creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to the Consolidated Statement of Comprehensive Income so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.
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UPTONSTEEL HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Goodwill
At each reporting date the Group assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
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 Consolidated Statement of Comprehensive Income.
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UPTONSTEEL HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
Financial instruments are recognised in the Group's Balance Sheet when the Group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally 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.
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UPTONSTEEL HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Basic financial assets
Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through the Statement of Comprehensive Income) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.
Other financial assets
Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the Consolidated Statement of Comprehensive Income. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.
Impairment of financial assets
At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in the Consolidated Statement of Comprehensive Income.
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
Basic financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently
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UPTONSTEEL HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
measured at fair value through the Consolidated Statement of Comprehensive Income). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
Derecognition of financial assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.
Derecognition of financial liabilities
Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.
The Group only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at transaction price, net of transaction costs, and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, 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 in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan. 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 Consolidated 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
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UPTONSTEEL HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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 Group 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 Consolidated 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. The Company and Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below. (i) Useful economic lives of tangible fixed assets The annual depreciation charge for tangible fixed assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are reassessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets. See note 12 for the carrying amount of the tangible fixed assets, and note 2.11 for the useful economic lives for each class of assets. (ii) Stock provision The directors continually monitor movements in steel prices and a provision is made against year end stock where the net realisable value of stock falls below its original cost. The stock value shown in note 14 is expressed net of any provision. (iii) Bad debt provision Where necessary a bad debt provision is included in the financial statements as an allowance for any expected future bad debts. The trade debtors shown in note 15 are expressed net of any bad debt provision. The estimate is based on management's prior knowledge and experience of the industry and is amended when necessary based on the current economic climate.
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UPTONSTEEL HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Page 30
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UPTONSTEEL HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Page 31
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UPTONSTEEL HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Page 32
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UPTONSTEEL HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
10.Taxation (continued)
There are no factors to note that may affect future tax charges.
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UPTONSTEEL HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Page 34
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UPTONSTEEL HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Page 35
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UPTONSTEEL HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Page 36
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UPTONSTEEL HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Page 37
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UPTONSTEEL HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Obligations under hire purchase agreements are secured on the assets to which they relate.
Included within other creditors are loan notes due to directors of £1,700k (2024 - £3,100k). The loan notes are secured by a debenture containing fixed and floating charges over the assets of the Company.
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UPTONSTEEL HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Page 39
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UPTONSTEEL HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
The Group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Group in a independently administered fund. The pension cost charge of the £197k (2024 - £174k) represents contributions payable by the Group to the fund.
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UPTONSTEEL HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
At the balance sheet date, the ultimate controlling party is
Page 41
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