REGISTERED NUMBER: 04319719 (England and Wales)

Strategic Report, Report of the Directors and

Financial Statements for the Year Ended 30 November 2024

for

Ultracell (UK) Limited

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Income Statement

9

Other Comprehensive Income

10

Balance Sheet

11

Statement of Changes in Equity

12

Cash Flow Statement

13

Notes to the Cash Flow Statement

14

Notes to the Financial Statements

15

DIRECTORS:

D J Murray

Miss M C McGuinness

REGISTERED OFFICE:

7 Vesty Business Park

Vesty Road

Bootle

Liverpool

Merseyside

L30 1NY

REGISTERED NUMBER:

04319719 (England and Wales)

AUDITORS:

Xeinadin Audit Limited

116 Duke Street

Liverpool

Merseyside

L1 5JW

The directors present their strategic report for the year ended 30 November 2024.

The company's business consists of the the importation and distribution of batteries.

REVIEW OF BUSINESS

We have continued to perform well during the year in spite of the recent economic slowdown.

Overall turnover has decreased by just over £740k (4.6%), cost of sales has decreased by £397k (3.1%) leaving the company with a reduced but good gross profit of 18.2%.

The company's reserves at the year end increased by £141,232 and that was after paying dividends of £446,200, leaving the reserves at a healthy £1,002,675. The cash balances of nearly £2.5m are sufficient to manage foreign currency fluctuations, cost price increases and any decline in the sector.

PRINCIPAL RISKS AND UNCERTAINTIES

The company is exposed to fluctuations in demand that could arise due to changes in the economic climate. We manage this by ensuring that we have sufficient reserves to fund any period of decline.

The company is exposed to foreign exchange risk as some products are purchased in US Dollars and sold in Sterling. We manage this risk by holding funds in US Dollars and Euros and by forward buying currency.

FUTURE DEVELOPMENTS

The company has invested in the manufacture of a new range of lithium batteries that are more environmentally friendly.

ON BEHALF OF THE BOARD:

D J Murray - Director

27 November 2025

The directors present their report with the financial statements of the company for the year ended 30 November 2024.

DIVIDENDS

An interim dividend of £223100 per share was paid on 30 April 2024. The directors recommend that no final dividend be paid.

The total distribution of dividends for the year ended 30 November 2024 will be £ 446,200 .

FUTURE DEVELOPMENTS

Details of future developments are included within the Review of Business in the Strategic Report.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 December 2023 to the date of this report.

D J Murray

Miss M C McGuinness

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the 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), 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 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.

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 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

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 company's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Xeinadin Audit Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

D J Murray - Director

27 November 2025

Opinion

We have audited the financial statements of Ultracell (UK) Limited (the 'company') for the year ended 30 November 2024 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the 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 company's affairs as at 30 November 2024 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.

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 company 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 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 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 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 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 company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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, 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.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page three, 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 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 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:

Identifying and Assessing Potential Risks Related to Irregularities

Enquiring of management, including obtaining and reviewing supporting documentation concerning the company's policies and procedures relating to:

Identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance

detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud

the internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations

discussing among the engagement team including relevant internal specialists, including tax, valuations, pensions and IT regarding how and where fraud might occur in the financial statements and any potential indicators of fraud

obtaining an understanding of the legal and regulatory framework that the company operates in, focusing on those laws and regulations that had a direct effect on the financial statements or that had a fundamental effect on the operations of the company. The key laws and regulations we considered in this context included the Companies Act 2006, Pension legislation, Tax legislation, and Health and Safety requirements.

Audit Response to Risks Identified

In addition to the above, our procedures to respond to risks identified included the following:

reviewing the Financial Statement disclosures and testing to supporting documentation to assess compliance with relevant laws and regulations discussed above;

enquiring of management concerning actual and potential litigation and claims;

performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud; and

in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

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.

Philip Harrison (Senior Statutory Auditor)

for and on behalf of Xeinadin Audit Limited

116 Duke Street

Liverpool

Merseyside

L1 5JW

27 November 2025

TURNOVER

3

15,147,550

15,887,620

Cost of sales

12,202,976

12,788,137

GROSS PROFIT

2,944,574

3,099,483

Administrative expenses

1,927,075

1,781,184

OPERATING PROFIT

5

1,017,499

1,318,299

Interest receivable and similar income

7,930

24,699

1,025,429

1,342,998

Interest payable and similar expenses

6

10,218

10,233

PROFIT BEFORE TAXATION

1,015,211

1,332,765

Tax on profit

7

427,779

238,227

PROFIT FOR THE FINANCIAL YEAR

587,432

1,094,538

PROFIT FOR THE YEAR

587,432

1,094,538

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

587,432

1,094,538

FIXED ASSETS

Intangible assets

9

61,985

44,588

Tangible assets

10

2,432,468

1,933,348

2,494,453

1,977,936

CURRENT ASSETS

Stocks

11

1,442,861

840,494

Debtors

12

612,193

1,500,684

Cash at bank and in hand

2,466,779

973,768

4,521,833

3,314,946

CREDITORS

Amounts falling due within one year

13

5,565,217

4,169,621

NET CURRENT LIABILITIES

(1,043,384

)

(854,675

)

TOTAL ASSETS LESS CURRENT LIABILITIES

1,451,069

1,123,261

PROVISIONS FOR LIABILITIES

15

448,394

261,818

NET ASSETS

1,002,675

861,443

CAPITAL AND RESERVES

Called up share capital

16

2

2

Retained earnings

17

1,002,673

861,441

SHAREHOLDERS' FUNDS

1,002,675

861,443

The financial statements were approved by the Board of Directors and authorised for issue on 27 November 2025 and were signed on its behalf by:

D J Murray - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 December 2022

2

1,020,903

1,020,905

Changes in equity

Dividends

-

(1,254,000

)

(1,254,000

)

Total comprehensive income

-

1,094,538

1,094,538

Balance at 30 November 2023

2

861,441

861,443

Changes in equity

Dividends

-

(446,200

)

(446,200

)

Total comprehensive income

-

587,432

587,432

Balance at 30 November 2024

2

1,002,673

1,002,675

Cash flows from operating activities

Cash generated from operations

1

1,782,680

812,385

Interest paid

(10,218

)

(10,233

)

Tax paid

10,013

(113,470

)

Net cash from operating activities

1,782,475

688,682

Cash flows from investing activities

Purchase of intangible fixed assets

(26,070

)

(5,389

)

Purchase of tangible fixed assets

(900,641

)

(389,293

)

Interest received

7,930

24,699

Net cash from investing activities

(918,781

)

(369,983

)

Cash flows from financing activities

Amount introduced by directors

2,034,570

1,254,000

Amount withdrawn by directors

(959,053

)

(1,054,549

)

Equity dividends paid

(446,200

)

(1,254,000

)

Net cash from financing activities

629,317

(1,054,549

)

Increase/(decrease) in cash and cash equivalents

1,493,011

(735,850

)

Cash and cash equivalents at beginning of year

2

973,768

1,709,618

Cash and cash equivalents at end of year

2

2,466,779

973,768

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

30.11.24

30.11.23

£

£

Profit before taxation

1,015,211

1,332,765

Depreciation charges

217,189

224,167

Loss on disposal of fixed assets

193,004

-

Finance costs

10,218

10,233

Finance income

(7,930

)

(24,699

)

1,427,692

1,542,466

Increase in stocks

(602,367

)

(268,946

)

(Increase)/decrease in trade and other debtors

(167,623

)

141,614

Increase/(decrease) in trade and other creditors

1,124,978

(602,749

)

Cash generated from operations

1,782,680

812,385

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 30 November 2024

30.11.24

1.12.23

£

£

Cash and cash equivalents

2,466,779

973,768

Year ended 30 November 2023

30.11.23

1.12.22

£

£

Cash and cash equivalents

973,768

1,709,618

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.12.23

Cash flow

At 30.11.24

£

£

£

Net cash

Cash at bank and in hand

973,768

1,493,011

2,466,779

973,768

1,493,011

2,466,779

Total

973,768

1,493,011

2,466,779

1.	STATUTORY INFORMATION

Ultracell (UK) Limited is a private company, limited by shares, registered in England and Wales. The company's registered number is 04319719 and the registered office is 7 Vesty Business Park, Liverpool, Merseyside L30 1NY.

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

The principal activities of the company are the importation and distribution of batteries.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

The directors consider that the going concern assumption is appropriate despite the net current liability position as they believe they will be able to meet company obligations as they become due.

Significant judgements and estimates

In the application of the company's accounting policies, management is required to make judgements, estimates and assumptions about carrying values of assets and liabilities that are not readily available from other sources. The estimates and underlying assumptions are based on experience and other factors considered to be relevant. Actual results may differ from these estimates.

The key judgements and sources of estimation uncertainty that have a significant effect on the amounts recognised in the financial statements are described below:

Estimated useful lives and residual values of fixed assets

As described in the accounting policies, depreciation and amortisation of tangible and intangible fixed assets has been based on estimated useful lives and residual values deemed appropriate by the directors. Estimated useful lives and residual values are reviewed annually and revised if necessary. The carrying amount of fixed assets at the end of the reporting period was £2,432,468 after a depreciation charge of £208,517.

Turnover

Turnover is measured at the fair value of the consideration received or receivable on the importation and distribution of batteries, excluding discounts, rebates, value added tax and other sales taxes. Income is recognised when goods are despatched.

Intangible assets

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

Patents and licences are being amortised evenly over their estimated useful life of ten years.

Tangible fixed assets

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

Long leasehold

-

15% on cost, 10% on cost and 5% on cost

Plant and machinery

-

10% on cost and 5% on cost

Fixtures and fittings

-

20% on cost, 15% on cost, 10% on cost and 5% on cost

Fixed assets are recognised at cost, less depreciation and impairment where necessary.

Stocks

Inventories are stated at the lower of cost and estimated selling price less costs to sell. Inventories are recognised as an expense in the period in which the related revenue is recognised. Cost is determined on the first-in, first-out (FIFO) method. Cost includes the purchase price, including taxes and duties and transport and handling directly attributable to bringing the inventory to its present location and condition. At the end of each reporting period inventories are assessed for impairment. If an item of inventory is impaired, the identified inventory is reduced to its selling price less costs to complete and sell and an impairment charge is recognised in the profit and loss account. Where a reversal of the impairment is required the impairment charge is reversed, up to the original impairment loss, and is recognised as a credit in the profit and loss account.

Financial instruments

Financial assets that are measured at 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 profit and loss.

Trade debtors and other debtors are recognised initially at fair value and subsequently measured at amortised cost less provision for impairment. A provision for impairment in trade debtors is established when there is evidence that the company will not be able to collect all amounts due.

Trade creditors represent outstanding invoices due to suppliers for purchases made, trade creditors are paid within the terms given by the supplier.

Director's loans and intercompany loans (being repayable on demand), are measured at the undiscounted amount of the cash or other consideration expected to be paid or received.

Taxation

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

Current or deferred taxation assets and liabilities are not discounted.

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

Deferred tax

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

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

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

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Pension costs and other post-retirement benefits

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

Cash and cash equivalents

Cash at bank and in hand is represented by amounts deposited at the company bank accounts, cash is available immediately on request.

3.

TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the company.

An analysis of turnover by geographical market is given below:

30.11.24

30.11.23

£

£

United Kingdom

133,990

149,248

Europe

5,238,523

6,397,088

Non EU

9,775,037

9,341,284

15,147,550

15,887,620

4.	EMPLOYEES AND DIRECTORS

30.11.24

30.11.23

£

£

Wages and salaries

642,730

778,785

Other pension costs

8,692

10,149

651,422

788,934

The average number of employees during the year was as follows:

30.11.24

30.11.23

Staff

24

28

The company operates a defined contribution pension scheme that all employees in that company are entitled to join. The cost for the year amounted to £8,692 (2023 - £10,149). Included in other creditors is £1,502 (2023 - £1,843) relating to pension contributions unpaid at the year end.

30.11.24

30.11.23

£

£

Directors' remuneration

23,368

23,662

5.	OPERATING PROFIT

The operating profit is stated after charging:

30.11.24

30.11.23

£

£

Depreciation - owned assets

208,517

216,433

Loss on disposal of fixed assets

193,004

-

Patents and licences amortisation

8,673

7,732

Auditors' remuneration

7,056

6,000

Auditors' remuneration for non audit work

5,660

21,620

Rent

212,861

238,079

6.

INTEREST PAYABLE AND SIMILAR EXPENSES

30.11.24

30.11.23

£

£

Other interest

10,218

10,233

7.

TAXATION

Analysis of the tax charge

The tax charge on the profit for the year was as follows:

30.11.24

30.11.23

£

£

Current tax:

UK corporation tax

269,930

302,136

Amendment to prior year

(28,727

)

(85,979

)

Total current tax

241,203

216,157

Deferred tax

186,576

22,070

Tax on profit

427,779

238,227

Reconciliation of total tax charge included in profit and loss

The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

30.11.24

30.11.23

£

£

Profit before tax

1,015,211

1,332,765

Profit multiplied by the standard rate of corporation tax in the UK of 25% (2023 - 23.011%)

253,803

306,683

Effects of:

Expenses not deductible for tax purposes

53,077

3,396

Depreciation in excess of capital allowances

149,626

26,887

Utilisation of tax losses

-

(12,760

)

Adjustments to tax charge in respect of previous periods

(28,727

)

(85,979

)

Total tax charge

427,779

238,227

8.

DIVIDENDS

30.11.24

30.11.23

£

£

Interim

446,200

1,254,000

9.	INTANGIBLE FIXED ASSETS

Patents

and

licences

£

COST

At 1 December 2023

85,760

Additions

26,070

At 30 November 2024

111,830

AMORTISATION

At 1 December 2023

41,172

Amortisation for year

8,673

At 30 November 2024

49,845

NET BOOK VALUE

At 30 November 2024

61,985

At 30 November 2023

44,588

10.	TANGIBLE FIXED ASSETS

Fixtures

Long

Plant and

and

leasehold

machinery

fittings

Totals

£

£

£

£

COST

At 1 December 2023

1,021,254

188,815

2,264,008

3,474,077

Additions

207,498

4,998

688,145

900,641

Disposals

(352,184

)

-

(372,611

)

(724,795

)

At 30 November 2024

876,568

193,813

2,579,542

3,649,923

DEPRECIATION

At 1 December 2023

522,134

100,334

918,261

1,540,729

Charge for year

49,903

15,991

142,623

208,517

Eliminated on disposal

(288,247

)

-

(243,544

)

(531,791

)

At 30 November 2024

283,790

116,325

817,340

1,217,455

NET BOOK VALUE

At 30 November 2024

592,778

77,488

1,762,202

2,432,468

At 30 November 2023

499,120

88,481

1,345,747

1,933,348

11.

STOCKS

30.11.24

30.11.23

£

£

Stocks

1,442,861

840,494