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REGISTERED NUMBER: 10415125 (England and Wales)















Report of the Director and

Financial Statements for the Year Ended 31 December 2024

for

Novicell UK Limited

Novicell UK Limited (Registered number: 10415125)






Contents of the Financial Statements
for the Year Ended 31 December 2024




Page

Company Information 1

Report of the Director 2

Report of the Independent Auditors 3

Income Statement 6

Other Comprehensive Income 7

Balance Sheet 8

Statement of Changes in Equity 9

Notes to the Financial Statements 10


Novicell UK Limited

Company Information
for the Year Ended 31 December 2024







DIRECTOR: A Holt





REGISTERED OFFICE: 823 Salisbury House
29 Finsbury Circus
London
EC2M 5QQ





REGISTERED NUMBER: 10415125 (England and Wales)





AUDITORS: Krogh & Partners Limited, (Statutory Auditor)
823 Salisbury House
29 Finsbury Circus
London
EC2M 5QQ

Novicell UK Limited (Registered number: 10415125)

Report of the Director
for the Year Ended 31 December 2024

The director presents his report with the financial statements of the company for the year ended 31 December 2024.

DIRECTOR
A Holt held office during the whole of the period from 1 January 2024 to the date of this report.

DIRECTOR'S RESPONSIBILITIES STATEMENT
The director is responsible for preparing the Report of the Director and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is 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 director is 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 director is 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 him to ensure that the financial statements comply with the Companies Act 2006. He is 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 director is 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 he 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 company's auditors are aware of that information.

AUDITORS
The auditors, Krogh & Partners Limited, (Statutory Auditor), will be proposed for re-appointment at the forthcoming Annual General Meeting.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:





A Holt - Director


30 April 2025

Report of the Independent Auditors to the Members of
Novicell UK Limited (Registered number: 10415125)

Opinion
We have audited the financial statements of Novicell UK Limited (the 'company') for the year ended 31 December 2024 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity and 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 31 December 2024 and of its 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 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 director's 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 director with respect to going concern are described in the relevant sections of this report.

Other information
The director is responsible for the other information. The other information comprises the information in the Report of the Director, 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 Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Report of the Director has been prepared in accordance with applicable legal requirements.

Report of the Independent Auditors to the Members of
Novicell UK Limited (Registered number: 10415125)


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 Report of the Director.

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 director's remuneration specified by law are not made; or
- we have not received all the information and explanations we require for our audit; or
- the director was not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Director.

Responsibilities of director
As explained more fully in the Director's Responsibilities Statement set out on page two, the director is 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 director determines 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 director 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 the director either intends to liquidate the company or to cease operations, or has 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:

- the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
- we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge of the business;
- we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006 and taxation legislation;
- we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and
- identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

Report of the Independent Auditors to the Members of
Novicell UK Limited (Registered number: 10415125)


We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
- making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud;
- considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:
- performed analytical procedures to identify any unusual or unexpected relationships;
- tested journal entries to identify unusual transactions;

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
- agreeing financial statement disclosures to underlying supporting documentation;
- enquiring of management as to actual and potential litigation and claims;
- reviewing correspondence with HMRC and relevant regulators

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or 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.




John Lindegaard (Senior Statutory Auditor)
for and on behalf of Krogh & Partners Limited, (Statutory Auditor)
823 Salisbury House
29 Finsbury Circus
London
EC2M 5QQ

30 April 2025

Novicell UK Limited (Registered number: 10415125)

Income Statement
for the Year Ended 31 December 2024

2024 2023
Notes £    £   

TURNOVER 2,477,812 2,888,308

Cost of sales 2,107,828 2,509,739
GROSS PROFIT 369,984 378,569

Administrative expenses 539,068 849,199
OPERATING LOSS (169,084 ) (470,630 )

Interest receivable and similar income 8,354 1,441
(160,730 ) (469,189 )

Interest payable and similar expenses 4 11,836 15,320
LOSS BEFORE TAXATION (172,566 ) (484,509 )

Tax on loss 5 (42,000 ) (130,602 )
LOSS FOR THE FINANCIAL YEAR (130,566 ) (353,907 )

Novicell UK Limited (Registered number: 10415125)

Other Comprehensive Income
for the Year Ended 31 December 2024

2024 2023
Notes £    £   

LOSS FOR THE YEAR (130,566 ) (353,907 )


OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

(130,566

)

(353,907

)

Novicell UK Limited (Registered number: 10415125)

Balance Sheet
31 December 2024

2024 2023
Notes £    £   
CURRENT ASSETS
Debtors 6 798,082 882,276
Cash at bank 206,688 67,990
1,004,770 950,266
CREDITORS
Amounts falling due within one year 7 1,100,944 915,874
NET CURRENT (LIABILITIES)/ASSETS (96,174 ) 34,392
TOTAL ASSETS LESS CURRENT
LIABILITIES

(96,174

)

34,392

CAPITAL AND RESERVES
Called up share capital 9 100 100
Retained earnings (96,274 ) 34,292
SHAREHOLDERS' FUNDS (96,174 ) 34,392

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the director and authorised for issue on 30 April 2025 and were signed by:





A Holt - Director


Novicell UK Limited (Registered number: 10415125)

Statement of Changes in Equity
for the Year Ended 31 December 2024

Called up
share Retained Total
capital earnings equity
£    £    £   
Balance at 1 January 2023 100 388,199 388,299

Changes in equity
Total comprehensive income - (353,907 ) (353,907 )
Balance at 31 December 2023 100 34,292 34,392

Changes in equity
Total comprehensive income - (130,566 ) (130,566 )
Balance at 31 December 2024 100 (96,274 ) (96,174 )

Novicell UK Limited (Registered number: 10415125)

Notes to the Financial Statements
for the Year Ended 31 December 2024

1. STATUTORY INFORMATION

Novicell UK Limited 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.

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" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Going concern
The financial statements have been prepared on a going concern basis. The company has received a written declaration of intent from the immediate parent undertaking to support the company financially and not to require intercompany balances repaid unless the company's cash position dictate that such repayment can be done in a safely manner. Consequently, the director is confident that the company will have sufficient funds to continue to meet its liabilities as they fall due for at least 12 months from the date of approval of these financial statements.

Turnover
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

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.

Novicell UK Limited (Registered number: 10415125)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2024

2. ACCOUNTING POLICIES - continued

Debtors
Debtors are valued individually and provisions are made according to this valuation.

Creditors
Creditors are carried at payment or settlement amounts. Where the time value of money is material, creditors are carried at amortized cost.

3. EMPLOYEES AND DIRECTORS

The average number of employees during the year was 20 (2023 - 26 ) .

4. INTEREST PAYABLE AND SIMILAR EXPENSES
2024 2023
£    £   
Intercompany interest 11,836 10,760
Exchange difference - 4,560
11,836 15,320

5. TAXATION

Analysis of the tax credit
The tax credit on the loss for the year was as follows:
2024 2023
£    £   
Current tax:
Tax regarding previous years - (15,602 )

Deferred tax (42,000 ) (115,000 )
Tax on loss (42,000 ) (130,602 )

6. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2024 2023
£    £   
Trade debtors 498,185 693,515
Other debtors 3,264 3,250
Deferred tax 157,000 115,000
Prepayments and accrued income 139,633 70,511
798,082 882,276

Novicell UK Limited (Registered number: 10415125)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2024

7. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2024 2023
£    £   
Trade creditors 17,643 23,773
Amounts owed to group undertakings 621,933 539,621
Social security and other taxes 39,455 48,884
VAT 89,380 110,499
Other creditors 23,288 29,570
Accruals and deferred income 309,245 163,527
1,100,944 915,874

8. LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:
2024 2023
£    £   
Within one year 170,940 253,060
Between one and five years - 246,960
170,940 500,020

9. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2024 2023
value: £    £   
100 Ordinary 1 100 100

10. RELATED PARTY DISCLOSURES

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.

11. CONTROLLING PARTY

The immediate parent undertaking is Novicell ApS, a company incorporated and registered in Denmark.

Novicell ApS is the smallest group to consolidate these financial statements and copies can be obtained from:

Novicell ApS
Soeren Nymarks Vej 6
8270 Hoejbjerg
Denmark