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img05ea.png






Financial Statements
CEL Critical Power UK Limited
For the financial year ended 31 October 2025





































Registered number: 13224681

 
CEL Critical Power UK Limited
 

Company Information


Directors
David Hayde 
Alan McCartney 




Company secretary
Kevin Perry (appointed 7 May 2024)

 


Registered number
13224681



Registered office
Nightingale House
46/48 East Street

Epsom

England

KT17 1HQ




Independent auditor
Grant Thornton
Chartered Accountants & Statutory Audit Firm

Mill House

Henry Street

Limerick




Bankers
AIB
92 Ann Street

Belfast




Solicitors
Eversheds Sutherland (International) LLP
Two New Bailey

6 Stanley Street

Salford

United Kingdom

M3 5GX





 
CEL Critical Power UK Limited
 

Contents



Page
Directors' report
1
Directors' responsibilities statement
2
Independent auditor's report
3 - 7
Statement of comprehensive income
8
Balance sheet
9
Statement of changes in equity
10
Notes to the financial statements
11 - 16


 
CEL Critical Power UK Limited
 
 
Directors' report
For the financial year ended 31 October 2025

The directors present their report and the financial statements for the financial year ended 31 October 2025.

Directors

The directors who served during the financial year were:

David Hayde 
Alan McCartney (appointed 7 May 2024)

Disclosure of information to auditor

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company's auditor is unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.

Auditor

The auditor, Grant Thorntonwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Small companies note

In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.

This report was approved by the board and signed on its behalf.
 





................................................
Alan McCartney
Director

Date: 16 June 2026

Page 1

 
CEL Critical Power UK Limited
 

Directors' responsibilities statement
For the financial year ended 31 October 2025

The directors are responsible for preparing the Directors' report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

In preparing these financial statements, the directors are required to:

select suitable accounting policies for the Company's financial statements and then apply them consistently;

make judgments 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;

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006They are 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.

Page 2

 
 
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Independent auditor's report to the members of CEL Critical Power UK Limited
 

Opinion


We have audited the financial statements of CEL Critical Power UK Limited, which comprise the Statement of
comprehensive income, the Balance sheet, the Statement of changes in equity
 for the financial year ended 31 October 2025, and the related 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, CEL Critical Power UK Limited's financial statements:


give a true and fair view in accordance with United Kingdom Generally Accepted Accounting Practice of the assets, liabilities and financial position of the Company as at 31 October 2025 and of its financial performance for the financial year then ended; 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 'Responsibilities of the auditor for the audit of the financial statements' section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, namely the FRC's Ethical Standard and the ethical pronouncements established by Chartered Accountants Ireland, applied as determined to be appropriate in the circumstances of the entity. We have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern



In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. 

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from the date 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.
 



Page 3

 
 
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Independent auditor's report to the members of CEL Critical Power UK Limited (continued)


Other information


Other information comprises the information included in the Annual Report, other than the financial statements and our Auditor's report thereon, including the Directors' report . The directors are responsible for the other information. Our opinion on the financial statements does not cover the 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 statementsour 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 in the financial statements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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 Directors' report  for the financial year for which the financial statements are prepared is consistent with the financial statements, and 
the Directors' report  has 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 company and its environment we have obtained in the course of the audit, we have not identified material misstatements in the  Directors' report .

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


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

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

certain disclosures of directors' remuneration specified by law are not made; or

we have not received all the information and explanations we require for our audit; or

the directors were not entitled to take advantage of the small companies' exemptions from the  requirement to prepare a strategic report or in preparing the Directors' report.

Page 4

 
 
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Independent auditor's report to the members of CEL Critical Power UK Limited (continued)


Responsibilities of management and those charged with governance for the financial statements
 



Management is responsible for the preparation of the financial statements which give a true and fair view in accordance with United Kingdom Generally Accepted Accounting Practice, including FRS102 and for such internal control as the directors determine is 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, management is responsible for assessing the 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 management either intend to liquidate the Company or to cease operations, or has no realistic alternative but to do so.


Those charged with governance are responsible for overseeing the Company's financial reporting process.
Page 5

 
 
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Independent auditor's report to the members of CEL Critical Power UK Limited (continued)


Responsibilities of the auditor for the audit of the financial statements
 

The objectives of an auditor 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 their 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.

A further description of an auditor's 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.

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud
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. Owing to the inherent limitations of an audit, there is an unavoidable risk that material misstatement in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with ISAs (UK).

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 identified that the principal risks of non-compliance with laws and regulations related to compliance with Employment laws in the UK, Health and Safety Regulation in the UK, and we considered the extent to which non-compliance might have a material effect on the non-statutory financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the non-statutory financial statements such as the 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 risks were related to posting inappropriate journal entries to manipulate financial performance and management bias through judgments and assumptions in significant accounting estimates, in particular in relation to significant one-off or unusual transactions. We apply professional scepticism through the audit to consider potential deliberate omission or concealment of significant transactions, or incomplete/inaccurate disclosures in the non-statutory financial statements.
 
In response to these principal risks, our audit procedures included but were not limited to:
· inquiries of management and board on the policies and procedures in place regarding compliance with laws and regulations, including consideration of known or suspected instances of non-compliance and whether they have knowledge of any actual, suspected or alleged fraud;
· inspection of the Company’s legal correspondence and review of minutes of board meetings during the year to corroborate inquiries made;
· gaining an understanding of the internal controls established to mitigate risk related to fraud;
· discussion amongst the engagement team in relation to the identified laws and regulations and regarding the risk of fraud, and remaining alert to any indications of non-compliance or opportunities for fraudulent manipulation of non-statutory financial statements throughout the audit;
· identifying and testing journal entries to address the risk of inappropriate journals and management override of controls;
· designing audit procedures to incorporate unpredictability around the nature, timing or extent of our testing;
· challenging assumptions and judgments made by management in their significant accounting estimates, including going concern assumption; and
· review of the financial statements disclosures to underlying supporting documentation and inquiries of management.

The primary responsibility for the prevention and detection of irregularities including fraud rests with those charged
Page 6

 
 
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Independent auditor's report to the members of CEL Critical Power UK Limited (continued)

with governance and management. As with any audit, there remains a risk of non-detection or irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or override of internal controls.


The purpose of our audit work and to whom we owe our responsibilities
 

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.


 
 
Mairead O'Connell FCA
for and on behalf of
Grant Thornton
Chartered Accountants &
Statutory Audit Firm
Limerick

Date:
16 June 2026
Page 7

 
CEL Critical Power UK Limited
 

Statement of comprehensive income
For the financial year ended 31 October 2025

2025
2024
Note
£
£

  

Turnover
  
8,706,250
999,028

Cost of sales
  
(8,001,383)
(1,061,091)

Gross profit/(loss)
  
704,867
(62,063)

Administrative expenses
  
(75,137)
(575,156)

Exceptional administrative items
  
-
1,706,266

Operating profit
 4 
629,730
1,069,047

Profit for the financial financial year
  
629,730
1,069,047

There were no recognised gains and losses for 2025 or 2024 other than those included in the statement of comprehensive income.

The notes on pages 11 to 16 form part of these financial statements.

Page 8

 
CEL Critical Power UK Limited
Registered number:13224681

Balance sheet
As at 31 October 2025

2025
2024
Note
£
£

  

Current assets
  

Debtors: amounts falling due within one year
 9 
3,502,361
107,576

Cash at bank and in hand
 10 
1,739,117
46,540

  
5,241,478
154,116

  

Creditors: amounts falling due within one year
 11 
(4,477,346)
(19,714)

Net current assets
  
 
 
764,132
 
 
134,402

Net assets
  
764,132
134,402


Capital and reserves
  

Called up share capital 
 12 
1
1

Profit and loss account
 13 
764,131
134,401

  
764,132
134,402


The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




................................................
Alan McCartney
Director

Date: 16 June 2026

The notes on pages 11 to 16 form part of these financial statements.

Page 9
 

CEL Critical Power UK Limited
 
 
 


Statement of changes in equity
For the financial year ended 31 October 2025



Called up share capital
Foreign exchange reserve
Profit and loss account
Total equity


£
£
£
£



At 1 November 2023
1
(18,987)
(934,646)
(953,632)



Comprehensive income for the year


Profit for the year
-
-
1,069,047
1,069,047


Currency translation differences
-
18,987
-
18,987

Total comprehensive income for the year
-
18,987
1,069,047
1,088,034





At 1 November 2024
1
-
134,401
134,402



Comprehensive income for the financial year


Profit for the financial year
-
-
629,730
629,730

Total comprehensive income for the financial year
-
-
629,730
629,730



At 31 October 2025
1
-
764,131
764,132



The notes on pages 11 to 16 form part of these financial statements.

Page 10  
 
CEL Critical Power UK Limited
 
 
Notes to the financial statements
For the financial year ended 31 October 2025

1.


General information

CEL Critical Power (UK) Limited is a private limited company which was incorporated on 25 February 2021 and registered in England/Wales with a registered office at Nightingale House, 46/48 East Street, Epsom, England, KT17 1HQ.

On 23 October 2025, Control Equipment UK Limited changed its name to CEL Critical Power (UK) Limited.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

These financial statements have been prepared in accordance with applicable accounting standards, including Section 1A of Financial Reporting Standard 102 – 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland' ('FRS 102'), and with the Companies Act 2006. The financial statements have been prepared on the historical cost basis.

 
2.2

Going concern

The directors have prepared the financial statements on a going concern basis. After reviewing the company's projections, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The company therefore continues to adopt the going concern basis in preparing its financial statements.

 
2.3

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Page 11

 
CEL Critical Power UK Limited
 

Notes to the financial statements
For the financial year ended 31 October 2025

2.Accounting policies (continued)

 
2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
the Company has transferred the significant risks and rewards of ownership to the buyer;
the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of revenue can be measured reliably;
it is probable that the Company will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

 
2.5

Operating leases: the Company as lessee

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

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.6

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the Company in independently administered funds.

 
2.7

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.


Page 12

 
CEL Critical Power UK Limited
 

Notes to the financial statements
For the financial year ended 31 October 2025

2.Accounting policies (continued)

  
2.8

Other asset

Other asset pertains to Stamp Duty Land Tax on the leased property and shall be amortised over the lease term.

  
2.9

Impairment of assets

At each reporting date fixed assets are reviewed to determine whether there is any indication that those assets have suffered an impairment loss. If there is an indication of possible impairment, the recoverable amount of any affected asset is estimated and compared with its carrying amount. If estimated recoverable amount is lower, the carrying amount is reduced to its estimated recoverable amount, and an impairment loss is recognised immediately in profit or loss.
 
If an impairment loss subsequently reverses, the carry amount of the asset is increased to the revised estimate of its recoverable amount, but not in excess of the amount that would have been determined had no impairment loss been recognised for the asset in prior years. A reversal of an impairment loss is recognised immediately in profit or loss.

 
2.10

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.11

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

 
2.12

 Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

Preparation of the financial statements requires management to make significant judgements and estimates.
The items in the financial statements where these judgments and estimates have been made include:

Going concern
During the financial year, the Company incurred a net profit of £629,730 had net assets of £764,132. There is no balance due to CEL Critical Power Limited as at 31 October 2025.
The directors have prepared the financial statements on a going concern basis. After reviewing the company's projections, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The company therefore continues to adopt the going concern basis in preparing its financial statements.

Page 13

 
CEL Critical Power UK Limited
 
 
Notes to the financial statements
For the financial year ended 31 October 2025

4.


Operating profit

The operating profit is stated after charging/(crediting):

2025
2024
£
£

Exchange differences
-
(64,510)

Other operating lease rentals
(26,233)
141,601


5.


Employees

The average monthly number of employees, including the directors, during the financial year was as follows:


        2025
        2024
            No.
            No.







Employees
1
11



Directors
2
2

3
13

CEL Critical Power UK Limited employees were made redundant in the prior year, following the temporary cessation of operations in April 2024.


6.


Directors' remuneration

2025
2024
£
£

Directors' emoluments
-
52,569

-
52,569



7.


Exceptional items

2025
2024
£
£


Intercompany balance relief
-
(2,136,736)

Restructuring costs
-
430,470

-
(1,706,266)

CEL Critical Power UK Limited incurred exceptional costs relating to the group restructure occurring during the pervious year.

Page 14

 
CEL Critical Power UK Limited
 
 
Notes to the financial statements
For the financial year ended 31 October 2025

8.


Stocks




Stocks were transferred to CEL Critical Power Limited during the prior year.


9.


Debtors

2025
2024
£
£


Trade debtors
2,328,432
57,474

Amounts owed by group undertakings
1,173,929
-

VAT repayable
-
12,138

Prepayments & accrued income
-
37,964

3,502,361
107,576



10.


Cash and cash equivalents

2025
2024
£
£

Cash at bank and in hand
1,739,117
46,540

1,739,117
46,540



11.


Creditors: Amounts falling due within one year

2025
2024
£
£

Trade creditors
180
7,885

Taxation and social security
713,651
-

Accruals & deferred income
3,763,515
11,829

4,477,346
19,714


Trade creditors and accruals are payable at various dates over the coming months in accordance with suppliers' usual customary credit terms.

Taxation and social insurance are repayable at various dates over the coming months in accordance with the applicable statutory provisions.

Page 15

 
CEL Critical Power UK Limited
 
 
Notes to the financial statements
For the financial year ended 31 October 2025

12.


Share capital

2025
2024
£
£
Allotted, called up and fully paid



1 (2024 - 1) Ordinary share of £1.00
1
1



13.


Reserves

Share capital

Share capital represents the nominal value of shares that have been issued.

Foreign exchange reserve

Comprises translation differences arising from the translation of the entity's foreign operations into sterling.

Profit and loss account

Profit and loss account includes all current and prior period retained profits and losses.


14.


Commitments under operating leases

The Company had no commitments under non-cancellable operating leases at the balance sheet date.


15.


Related party transactions

The Company has availed of the exemptions in FRS 102 Section 33, Paragraph 33.1A which allows non disclosure of transactions between two or more members of a group, provided that any subsidiary which is party to the transaction is wholly owned by such a member.


16.


Post balance sheet events

There have been no other significant events affecting the Company since the financial year end and the directors do not envisage any substantial changes to the nature of the business in the foreseeable future.


17.


Controlling party

The Company is a wholly owned subsidiary of CEL Critical Power Limited (formerly Control Equipment Limited) , a company incorporated in the Republic of Ireland.

The ultimate parent company is CEL Holdings Limited, which is an entity incorporated in Isle of Man and has a registered office at PO Box 665 Bridge Chambers, West Quay, Ramsey, Isle of Man, IM99 4PD.


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