REGISTERED NUMBER: 06520896 (England and Wales)

Group Strategic Report, Report of the Directors and

Consolidated Financial Statements

for the Year Ended 31 December 2025

for

S&C Electric EMEA Ltd

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Consolidated Income Statement

10

Consolidated Other Comprehensive Income

11

Consolidated Balance Sheet

12

Company Balance Sheet

13

Consolidated Statement of Changes in Equity

14

Company Statement of Changes in Equity

15

Consolidated Cash Flow Statement

16

Notes to the Consolidated Cash Flow Statement

17

Notes to the Consolidated Financial Statements

18

DIRECTORS:

A Sjoelin

S T Leander

SECRETARY:

S T Leander

REGISTERED OFFICE:

S&C Electric EMEA Ltd

Brunel Park, Brunel Way

Baglan Energy Park

Neath

SA11 2FP

REGISTERED NUMBER:

06520896 (England and Wales)

The directors present their strategic report of the company and the group for the year ended 31 December 2025.

REVIEW OF BUSINESS

Turnover in 2025 decreased to £21.7m from £23.7m. The company continues to operate as a sales and distribution operation within Europe, Middle East & Africa together with S&C Electric Asia Pacific as a subsidiary. The group selling activities are channelled through distributors and direct sales to customers within the regions.

Gross Margins for the 12 months ending 2025 are in line with an expected cost of sales driven by the intercompany transfer pricing policy.

There have been no business restructures in the year or previous income year which have resulted in the change of ownership, cessation, or acquisition, nor had there been any significant change in the asset position of the company.

PRINCIPAL RISKS AND UNCERTAINTIES

The Directors have identified the following principal risks and uncertainties affecting the company:

Market risk

The company is affected by the relative availability and market price of the various commodity inputs which are core ingredients for its products. Inflationary pressures have eased in many cost categories; however, S&C continues experiencing inflationary pressures in a few key areas. These areas include electronics, which are affected by supply and demand imbalances, and compensation costs. Trade policy and tariffs continue to create uncertainties in this area.

To address the financial impact of these cost pressures, S&C implemented price increases on select products.

Legislative and regulatory risk

The National Electric System Operator (NESO) published updated scenarios to support the decarbonization of the energy system in Great Britain. The 2025 Future Energy Scenarios report provided an annual update on different pathways for Britain's energy system to 2050. Among the key messages from the report are that delivering energy security and resilience relies upon an expansion in infrastructure, and that policy and innovation can help efficiency improvements across all sectors. It also notes that harnessing the potential of Britain in engineering can help the development of electrification. The NESO's published scenarios serve as examples for a balanced approach which is applicable across many markets and regions. Ofgem is consulting on the regulatory framework which will determine the revenue and performance targets for electricity distribution companies for the next regulatory period from 2028 to 2033 (ED3). Similar regulatory changes and decarbonization initiatives are also occurring in the Asia Pacific region, where S&C Electric Asia Pacific operates. We are closely monitoring these developments including possible legislative changes to import and export duties to the US.

Actions of competitors

A key objective of the company has been to raise industry awareness and market the benefits of S&C's products and solutions, and therefore we welcome competitor activity of other manufacturers who provide like-minded but different solutions for this industry. S&C's quality design and manufacturing resources have been fundamental to the organization's philosophy throughout its 110-year plus history. Reliability and durability are engineered into every product to ensure quality manufacturing and delivery to the customer. Customers are now moving towards more sustainable solutions such as non-greenhouse gas alternatives in equipment.

KEY PERFORMANCE INDICATORS

The company monitors its performance using a number of measures including:

Measure

2025

2024

Turnover (£)

21.7m

23.7m

Stock (£)

5.2m

4.4m

Cash (Decrease) / Increase

1.3m

4.1m

Operating (Loss) / Profit (£)

(0.9m

)

(1.8m

)

The Directors consider these indicators capture performance improvements in company turnover and market share via distribution channels following the appointment of strategic distribution partners in target countries. Operating profits and economies of scale of costs are projected to be realised in the coming years.

ON BEHALF OF THE BOARD:

S T Leander - Director

11 February 2026

The directors present their report with the financial statements of the company and the group for the year ended 31 December 2025.

DIVIDENDS

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

RESEARCH AND DEVELOPMENT

To support existing products and improve quality and efficiency to maximise market share of S&C products. Customers are now moving towards non-greenhouse gas which may require further engineering work for customer deployment.

FUTURE DEVELOPMENTS

We intend to continue to grow in the areas we are currently operating in with the current portfolio.

EVENTS SINCE THE END OF THE YEAR

Information relating to events since the end of the year is given in the notes to the financial statements. There are no subsequent events since end of the year ended 31 December 2025.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2025 to the date of this report.

A Sjoelin

S T Leander

FINANCIAL INSTRUMENTS

The financial risk management objectives and policies of the Group, including exposure to currency risk, credit risk, interest rate risk and liability risk are set out in note 18 to the financial statements

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, the Report of the directors 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

- select suitable accounting policies and then apply them consistently;

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

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

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

AUDITORS

The Auditors, Sumer Auditco Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

S T Leander - Director

11 February 2026

Opinion

We have audited the financial statements of S&C Electric EMEA Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the group's and of the parent company affairs as at 31 December 2025 and of the group's loss for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the 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 and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

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

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

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

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

-	the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

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

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

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

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

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

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

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

Responsibilities of directors

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

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

Auditors' responsibilities for the audit of the financial statements

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

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

Based on our understanding of the group and industry, we identified that the principal risks of non-compliance with laws and regulations related to employment law and company legislation and we considered the extent to which non-compliance might have a material effect on the financial statements of the group. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006 and Corporation Tax Act 2010. 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 increase revenue or reduce expenditure, and management bias in accounting estimates and judgemental areas of the financial statements. Audit procedures performed by the audit engagement team included:

-

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

-

Understanding of management's internal controls designed to prevent and detect irregularities, and fraud;

-

Reviewing the group's legal costs to check for non-compliance with laws and regulations and fraud;

-

Review of tax compliance;

-

Designing audit procedures to incorporate unpredictability around the nature, timing or extent of our testing of expenses;

-

Testing transactions entered into outside of the normal course of the group's business; and

-

Identifying and testing journal entries, in particular any journal entries with fraud characteristics such as journals with round numbers.

There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Martin Longmore (Senior Statutory Auditor)

for and on behalf of Sumer Auditco Limited

Statutory Auditor

Chartered Accountants

Lennox House

3 Pierrepont Street

Bath

Somerset

BA1 1LB

11 February 2026

TURNOVER

5

21,705,166

23,679,725

Cost of sales

16,575,953

19,797,183

GROSS PROFIT

5,129,213

3,882,542

Administrative expenses

6,028,448

5,527,278

OPERATING LOSS

7

(899,235

)

(1,644,736

)

Interest receivable and similar income

11,127

17,903

(888,108

)

(1,626,833

)

Interest payable and similar expenses

8

12,661

-

LOSS BEFORE TAXATION

(900,769

)

(1,626,833

)

Tax on loss

9

-

-

LOSS FOR THE FINANCIAL YEAR

(900,769

)

(1,626,833

)

Loss attributable to:

Owners of the parent

(900,769

)

(1,626,833

)

LOSS FOR THE YEAR

(900,769

)

(1,626,833

)

OTHER COMPREHENSIVE INCOME

Movement in Other Reserve

33,669

531,724

Income tax relating to other comprehensive income

-

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

33,669

531,724

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(867,100

)

(1,095,109

)

Total comprehensive income attributable to:

Owners of the parent

(867,100

)

(1,095,109

)

FIXED ASSETS

Intangible assets

11

4,361

5,364

Tangible assets

12

1,248,196

546,619

Investments

13

-

-

1,252,557

551,983

CURRENT ASSETS

Stocks

14

5,193,343

4,373,195

Debtors

15

4,015,482

10,249,283

Cash at bank

11,871,248

10,530,189

21,080,073

25,152,667

CREDITORS

Amounts falling due within one year

16

35,914,602

38,891,219

NET CURRENT LIABILITIES

(14,834,529

)

(13,738,552

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(13,581,972

)

(13,186,569

)

CREDITORS

Amounts falling due after more than one year

17

(462,582

)

-

PROVISIONS FOR LIABILITIES

20

(335,713

)

(326,599

)

NET LIABILITIES

(14,380,267

)

(13,513,168

)

CAPITAL AND RESERVES

Called up share capital

21

1,000

1,000

Capital Contribution Reserve

22

20,736,891

20,736,891

Other reserves

22

625,758

592,089

Retained earnings

22

(35,743,916

)

(34,843,148

)

SHAREHOLDERS' FUNDS

(14,380,267

)

(13,513,168

)

The financial statements were approved by the Board of Directors and authorised for issue on 11 February 2026 and were signed on its behalf by:

S T Leander - Director

FIXED ASSETS

Intangible assets

11

-

-

Tangible assets

12

112,572

125,201

Investments

13

-

-

112,572

125,201

CURRENT ASSETS

Stocks

14

1,486,536

1,738,302

Debtors

15

1,431,865

4,637,268

Cash at bank

5,937,093

2,584,698

8,855,494

8,960,268

CREDITORS

Amounts falling due within one year

16

13,582,073

14,157,480

NET CURRENT LIABILITIES

(4,726,579

)

(5,197,212

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(4,614,007

)

(5,072,011

)

CAPITAL AND RESERVES

Called up share capital

21

1,000

1,000

Capital Contribution Reserve

22

20,736,891

20,736,891

Retained earnings

22

(25,351,898

)

(25,809,902

)

SHAREHOLDERS' FUNDS

(4,614,007

)

(5,072,011

)

Company's profit/(loss) for the financial year

458,004

(999,124

)

The financial statements were approved by the Board of Directors and authorised for issue on 11 February 2026 and were signed on its behalf by:

S T Leander - Director

Called up

Capital

share

Retained

Contribution

Other

Total

capital

earnings

Reserve

reserves

equity

£

£

£

£

£

Balance at 1 January 2024

1,000

(33,216,315

)

20,736,891

60,364

(12,418,060

)

Changes in equity

Total comprehensive income

-

(1,626,833

)

-

531,725

(1,095,108

)

Balance at 31 December 2024

1,000

(34,843,148

)

20,736,891

592,089

(13,513,168

)

Changes in equity

Total comprehensive income

-

(900,769

)

-

33,670

(867,099

)

Balance at 31 December 2025

1,000

(35,743,917

)

20,736,891

625,759

(14,380,267

)

Called up

Capital

share

Retained

Contribution

Total

capital

earnings

Reserve

equity

£

£

£

£

Balance at 1 January 2024

1,000

(24,810,778

)

20,736,891

(4,072,887

)

Changes in equity

Deficit for the year

-

(999,124

)

-

(999,124

)

Total comprehensive income

-

(999,124

)

-

(999,124

)

Balance at 31 December 2024

1,000

(25,809,902

)

20,736,891

(5,072,011

)

Changes in equity

Profit for the year

-

458,004

-

458,004

Total comprehensive income

-

458,004

-

458,004

Balance at 31 December 2025

1,000

(25,351,898

)

20,736,891

(4,614,007

)

Cash flows from operating activities

Cash generated from operations

1

1,821,829

4,182,544

Interest paid

(12,661

)

-

Tax paid

(15,595

)

-

Net cash from operating activities

1,793,573

4,182,544

Cash flows from investing activities

Purchase of tangible fixed assets

(119,207

)

(74,931

)

Interest received

11,127

17,903

Net cash from investing activities

(108,080

)

(57,028

)

Cash flows from financing activities

Right of use asset lease payments

(344,434

)

-

Net cash from financing activities

(344,434

)

-

Increase in cash and cash equivalents

1,341,059

4,125,516

Cash and cash equivalents at beginning of year

2

10,530,189

6,404,673

Cash and cash equivalents at end of year

2

11,871,248

10,530,189

1.	RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2025

2024

£

£

Loss before taxation

(900,769

)

(1,626,833

)

Depreciation charges

497,521

174,169

Loss on disposal of fixed assets

-

1,028

Movement in Other provisions

9,114

22,410

Movement in Other reserve

33,669

531,724

Finance costs

12,661

-

Finance income

(11,127

)

(17,903

)

(358,931

)

(915,405

)

Increase in stocks

(820,148

)

(1,192,981

)

Decrease/(increase) in trade and other debtors

6,233,801

(4,086,635

)

(Decrease)/increase in trade and other creditors

(3,232,893

)

10,377,565

Cash generated from operations

1,821,829

4,182,544

2.	CASH AND CASH EQUIVALENTS

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

Year ended 31 December 2025

31.12.25

1.1.25

£

£

Cash and cash equivalents

11,871,248

10,530,189

Year ended 31 December 2024

31.12.24

1.1.24

£

£

Cash and cash equivalents

10,530,189

6,404,673

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.1.25

Cash flow

At 31.12.25

£

£

£

Net cash

Cash at bank

10,530,189

1,341,059

11,871,248

10,530,189

1,341,059

11,871,248

Total

10,530,189

1,341,059

11,871,248

1.	STATUTORY INFORMATION

S&C Electric EMEA Ltd 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 (£), rounded to the nearest Pound.

2.	STATEMENT OF COMPLIANCE

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" and the Companies Act 2006.

3.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These consolidated and separate financial statements are prepared on a going concern basis, under the historical cost convention, as modified by the recognition of certain financial assets and liabilities measured at fair value.

The preparation of financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the group and company accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in note 4.

The company has taken advantage of the exemption in section 408 of the Companies Act from presenting its individual income statement.

Early adoption of amendments to FRS 102

On 10 September 2024 the Financial Reporting Council (FRC) published amendments to FRS 102 as part of a second periodic review of the Standard. The primary changes to the Standard include a new model of revenue recognition and amendments to lease accounting requirements. The effective date of these amendments is for periods beginning on or after 1 January 2026. As is permitted by the standard the Company has chosen to early adopt the amendments from 1 January 2025. The impact of early adoption on the Company's financial statements has been limited to the changes made to Section 20 'Leases' of FRS 102. As is required by Section 20 'Leases' the Company has recognised a lease liability on the balance sheet reflecting the present value of future rental payments due under the Company's lease agreements and a corresponding right-of-use asset (ROU) within non-current assets on the balance sheet reflecting the exclusive right of use the asset over the lease term. As the Standard permits values, calculated for the purposes of the Company's group reporting have been used on transition. The impact on equity at 1 January 2025 was not material; accordingly, no adjustment to opening retained earnings was recorded and comparative information has not been restated

Going concern

The group's financial statements show a loss for the financial year of £900,769 (2024 - £1,626,833) and net liabilities of £14,380,267 (2024 - £13,513,168).

After making enquiries, the directors have determined there are no material uncertainties relating to events or conditions that, individually or collectively, may cast doubt on the group's ability to continue as a going concern. In making this assessment the directors have considered the following areas:

-

The group's results for the current period since the year end

-

The group's forecasts and projections for the forthcoming 12 month period

-

Assessment of liquidity and credit risk, including short-term working capital requirements and longer-term financing arrangements

-

Stability of trading partners and conditions of the market in which the company operates

-

Objectives and strategic direction of the group

-

The legal and regulatory requirements of the group and its operations

-

Confirmations provided from its ultimate parent company that it intends to provide adequate financial support to the group to enable it to continue its normal operations for the foreseeable future.

In conclusion, the directors, having considered all of the above areas, have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future and on this basis the group therefore continues to adopt the going concern basis in preparing its financial statements.

Basis of consolidation

The group consolidated financial statements include the financial statements of the company and all of its subsidiary undertakings together with the group’s share of the results of associates made up to 31 December.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.

Where a subsidiary has different accounting policies to the group, adjustments are made to those subsidiary financial statements to apply the group’s accounting policies when preparing the consolidated financial statements.

All intra-group transactions, balances, income and expenses are eliminated on consolidation. Adjustments are made to eliminate the profit or loss arising on transactions with associates to the extent of the group’s interest in the entity.

Related party exemption

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.

Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.