Company registration number 02997376 (England and Wales)
CELTIC ENERGY LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
PAGES FOR FILING WITH REGISTRAR
CELTIC ENERGY LIMITED
CONTENTS
Page
Balance sheet
1
Statement of changes in equity
2
Notes to the financial statements
3 - 7
CELTIC ENERGY LIMITED
BALANCE SHEET
AS AT
31 MARCH 2025
31 March 2025
- 1 -
2025
2024
Notes
£'000
£'000
£'000
£'000
Current assets
Debtors
5
2,045
16,951
Cash at bank and in hand
898
859
2,943
17,810
Creditors: amounts falling due within one year
6
(117)
Net current assets
2,826
17,810
Net assets excluding pension liability
2,826
17,810
Defined benefit pension liability
(582)
(582)
Net assets
2,244
17,228
Capital and reserves
Called up share capital
9
Other reserves
10,000
Profit and loss reserves
2,244
7,228
Total equity
2,244
17,228
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The director of the company has elected not to include a copy of the profit and loss account within the financial statements.true
The financial statements were approved and signed by the director and authorised for issue on 15 December 2025
Mr R Walters
Director
Company registration number 02997376 (England and Wales)
CELTIC ENERGY LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025
- 2 -
Share capital
Other reserves
Profit and loss reserves
Total
Notes
£'000
£'000
£'000
£'000
Balance at 1 April 2023
10,000
10,919
20,919
Year ended 31 March 2024:
Profit and total comprehensive income for the year
-
-
60
60
Dividends
4
-
-
(3,751)
(3,751)
Balance at 31 March 2024
10,000
7,228
17,228
Year ended 31 March 2025:
Profit and total comprehensive income for the year
-
-
16
16
Bonus issue of shares
9
10,000
(10,000)
-
Dividends
4
-
-
(15,000)
(15,000)
Capital reduction
9
(10,000)
-
10,000
Balance at 31 March 2025
2,244
2,244
During the year a bonus issue of shares was made from other reserves to share capital. Subsequently there was a capital reduction, see note 9.
The profit and loss reserve represents cumulative profits or losses, net of dividends paid and other adjustments.
CELTIC ENERGY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
- 3 -
1
Accounting policies
Company information
Celtic Energy Limited is a private company limited by shares incorporated in England and Wales. The registered office is Avalon House, 5-7 Cathedral Road, Cardiff, CF11 9HA.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £'000.
The financial statements have been prepared under the historical cost convention, modified to include certain financial instruments at fair value. The principal accounting policies adopted are set out below.
1.2
Going concern
As truenoted elsewhere in the financial statements, in order to complete the buy-out of the pension scheme the company will have to be placed in to members voluntary liquidation.
The directors have prepared cashflow projections and at the time of approving the financial statements, the director has a reasonable expectation that the company has adequate resources to meet its debts as they fall due, however, since the directors intend to restructure the company in order to liquidate it to facilitate the completion of the pension buy-out, these financial statements have been prepared on a basis other than going concern; no significant adjustments were required as a result of ceasing to adopt the going concern basis.
1.3
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's balance sheet when the company 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.
Debtors and creditors with no stated interest rate and receivable or payable within one year are recorded at transaction price. Any losses arising from impairment are recognised in the profit and loss account in other administrative expenses.
1.4
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
CELTIC ENERGY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 4 -
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.5
Retirement benefits
The company's element of the defined benefit pension scheme effectively closed on 31 July 2020, when the last active member opted out. The Company's element of the scheme purchased annuities with Aviva which are qualifying insurance policies under FRS 102. The income from the policy exactly matches the amount and timing of the benefits payable to those members covered under the policy.
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the director is required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
Critical judgements
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Going concern
As noted elsewhere in the financial statements, in order to complete the buy-out of the pension scheme the company will have to be placed in to members voluntary liquidation.
The directors have prepared cashflow projections and at the time of approving the financial statements, the director has a reasonable expectation that the company has adequate resources to meet its debts as they fall due, however, since the directors intend to restructure the company in order to liquidate it to facilitate the completion of the pension buy-out, these financial statements have been prepared on a basis other than going concern; no significant adjustments were required as a result of ceasing to adopt the going concern basis.
Key sources of estimation uncertainty
Defined benefit pension
The company operated a defined benefit pension scheme.
The scheme effectively closed on 31 July 2020; the scheme purchased annuities which are qualifying insurance policies. The income from the policies exactly match the amount and timing of all benefits payable to those members covered under the policy; further details are provided in note 7.
CELTIC ENERGY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 5 -
3
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2025
2024
Number
Number
Total
0
0
4
Dividends
2025
2024
£'000
£'000
Interim paid
15,000
3,751
5
Debtors
2025
2024
Amounts falling due within one year:
£'000
£'000
Trade debtors
1
Corporation tax recoverable
2,045
2,044
Amounts owed by group undertakings
14,901
Other debtors
5
2,045
16,951
6
Creditors: amounts falling due within one year
2025
2024
£'000
£'000
Amounts owed to group undertakings
117
7
Retirement benefit schemes
The company operated a defined benefit scheme for qualifying employees.
British Coal employees whose employment transferred to Celtic Energy Limited were members of the Industry Wide Coal Staff Superannuation Scheme ("IWCSSS"), a defined benefit scheme. The Celtic Energy employee fund ("the Scheme") was part of the IWCSSS. The assets of the Scheme were held in separate trustee administered funds.
The company's element of the scheme effectively closed on 31 July 2020, when the last active member opted out. The company's element of the scheme purchased annuities with Aviva which are qualifying insurance policies under FRS 102. The income from the policy exactly matches the amount and timing of the benefits payable to those members covered under the policy.
The company has contributed approximately £13.5m in prior periods in addition to the existing assets of the scheme (approximately £19.3m at the time of transfer).
CELTIC ENERGY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 6 -
8
Audit report information
As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.
The auditor's report is unqualified and includes the following:
Opinion
In our opinion the financial statements:
give a true and fair view of the state of the company's affairs as at 31 March 2025 and of its 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.
Emphasis of matter - financial statements prepared on a basis other than going concern.
We draw attention to note 1.2 of the financial statements (Going concern), which explains that the directors intend to liquidate the company in order to facilitate the buy-out of the IWCSSS pension scheme and therefore do not consider it to be appropriate to adopt the going concern basis of accounting in preparing the financial statements. Accordingly the financial statements have been prepared on a basis other than going concern as described in note 1.2. Our opinion is not modified in respect of this matter.
Senior Statutory Auditor:
Mr John Griffiths
Statutory Auditor:
UHY Hacker Young
Date of audit report:
15 December 2025
CELTIC ENERGY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 7 -
9
Called up share capital
2025
2024
£
£
Ordinary share capital
Issued and fully paid
1 ordinary share of £1 each
1
1
Reconciliation of movements during the year:
Number
At 1 April 2024
1
Bonus issue
10,000,000
Capital reduction
(10,000,000)
At 31 March 2025
1
On 12 August 2024 a special resolution was passed for a bonus issue of 10,000,000 ordinary B shares of £1 each out of the companies other reserve.
Subsequently, on 12 August 2024 there was a capital reduction to extinguish 10,000,000 ordinary B shares thereby reducing the share capital from £10,000,001 to £1. The reduction was credited to the profit and loss reserve.
10
Parent company
The company is a wholly owned subsidiary of Avalon Glen, a company incorporated in Great Britain and registered in England and Wales.
The ultimate parent undertaking is Celtic Mining Group Limited, a company incorporated in Great Britain and registered in England and Wales.
The directors consider that, at the balance sheet date, Mr R J Walters, who owns 100% of the voting shares in the ultimate parent undertaking was the ultimate controlling party.
11
Related party transactions
The company has taken advantage of the exemption, under the terms of FRS 102, section 33.1A, from disclosing related party transactions with wholly owned subsidiaries within the group.
There are balances due to the immediate parent company, Avalon Glen, of £117,000 (2024: due from the immediate parent company £14,901,000).