Company registration number 04215957 (England and Wales)
CELLECTA LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
CELLECTA LIMITED
COMPANY INFORMATION
DIRECTOR
Mr Andrew Fry
COMPANY NUMBER
04215957
REGISTERED OFFICE
Bounty House
Norman Close
Rochester
Kent
England
ME2 2NF
AUDITOR
Kilsby & Williams LLP
Cedar House
Hazell Drive
Newport
South Wales
NP10 8FY
CELLECTA LIMITED
CONTENTS
Page
Strategic report
1 - 2
Director's report
3 - 4
Independent auditor's report
5 - 9
Statement of income and retained earnings
10
Balance sheet
11
Notes to the financial statements
12 - 25
CELLECTA LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -

The director presents the strategic report for the year ended 31 December 2024.

REVIEW OF THE BUSINESS

Cellecta Limited is one of the UK's leading manufacturers of acoustic treatments, specialist thermal insulation products and underfloor heating components and has been operating for over 24 years.

 

The Company operates from three sites. Manufacturing, distribution and accounts are located at a head-office in Rochester, Kent, sales processing, and technical support from a site in Newport, South Wales and marketing and R&D are coordinated from a facility in Poole, Dorset.

The Company offers its extensive range of high-quality products via a nationwide network of specialist distributers and builders' merchants. Strict management of costs, continual focus of production efficiencies and unrivalled customer services are the primary reasons for the Company's prolonged success.

 

To maintain margin expectations, the vast majority of the Company's products are supported by third party accreditation, which in turn is reinforced by the Company utilising ISO 9001 as a management improvement tool and ISO 14001 environmental management system.

PRINCIPAL RISKS AND UNCERTAINTIES

2024 was seen as a disappointing year for the business. However, the years performance is seen as a general reflection of the market conditions as opposed to anything unique to the company’s performance.

The effect of Brexit is still very much apparent – low static FX rates combined with higher administration and service costs – which has now become the norm. However, the reduction in performance experienced throughout 2024 was a continuing of performance experienced in Q3 and Q4, 2023 where domestic matters - largely borne from high interest rates affecting borrowing cost in terms of mortgages for the end purchaser, or development loan costs for the contractors as they finance the build – have taken a strong hold. The result is buildings have become more expensive to both construct and purchase (in repayment costs). The nett result is a slowdown in the market whilst it tries to adjust to the changes. Interest rates during the year fluctuated between 5.25% and 4.75% well above the market average for the decade prior at 0.75%. The result of which is a flatlining, low-market appetite for newbuild properties where the majority of the businesses products are utilised.

KEY PERFORMANCE INDICATORS

The Company monitors performance on a regular basis with key performance indications such as:

- Monthly sales compared to budget.

- Customer monthly sales performance compared to budget and previous periods.

- Transportation costs and consignment consolidation effectiveness.

2024
2023
£'000
£'000
Turnover
18,200
21,207
Gross profit
8,569
9,631
Gross profit (%)
47.09%
45.42%
CELLECTA LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -

The financial performance was a result of a number of factors including:

- Strict controls of purchasing, manufacturing processes and flexibility in pricing.

- Strong focus on specification of high-end value products by the sales team.

- Continual targeted marketing campaigns.

- Continued normality in supply chain products (post Covid disruptions).

- Adaptation to new working environment (more electronic meetings) to reflect changes.

- Introduction of new sales analysis software hosted on unique internally developed operating system.

 

The Company continually assess production practices, investing in automation and additional production capacity to ensure maximum efficiency and yields.

OUTLOOK

The Company held a comprehensive business review in Q4 and implemented several processes, actions and investments. The Company continues to maintain a strong balance sheet and is well positioned to manage market disruption. Going forward the Company's strict financial controls, strong brand presence and its ability to adapt quickly to market pressures will enable it to weather any unforeseen circumstances.

The main risk moving forward is the affordability and the cost to construct domestic dwellings. The consensus is that the market will continue to flatline in the short term as the market continues to adjust to circumstances not really experienced in the past 15 years or so in terms of borrowing costs. Furthermore, a change in Government, with increased taxes has squeezed the markets even further. A reduction in market size will only but increase levels of competition. This oversupply will more than likely result in reduced selling prices which will further accelerate the reduction in turnover and unless appropriate actions are taken, a reduction in margins. Stability, instilled market confidence and ultimately lower interest rates are required to level-off and ultimately reverse this trend.

Investment in further automation will continue to help mitigate against recruitment issues. Furthermore, the Company will continue to make investments over the coming years to ensure it continues to be at the forefront of innovation, including introduction of AI. In addition, the Holdings business (Xcelant Limited) completed its first acquisition, purchasing a smaller (circa £1.5m) business which operates in the underfloor heating market. The aim being to increase market share and help stabilise the reduction in turnover experienced over the past 18 months, with the ultimate goal of growing all businesses back to a position of turnover growth in the short term.

On behalf of the board

Mr Andrew Fry
Director
28 July 2025
CELLECTA LIMITED
DIRECTOR'S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -

The director presents his annual report and financial statements for the year ended 31 December 2024.

PRINCIPAL ACTIVITIES

The principal activity of the company continued to be that of a manufacturer of thermal and acoustic insulation product and systems.

RESULTS AND DIVIDENDS

The results for the year are set out on page 10.

Ordinary dividends were paid amounting to £2,926,563. The director does not recommend payment of a further dividend.

DIRECTOR

The director who held office during the year and up to the date of signature of the financial statements was as follows:

Mr Andrew Fry
FINANCIAL INSTRUMENTS

The Company's principal financial instruments comprise of bank accounts, trade debtors and trade creditors. The purpose of these instruments is to raise funds and finance the Company's operations. Due to the nature of the financial instruments used by the Company there is no exposure to price risk. The Company's approach to managing other risks applicable to the financial instruments is shown below.

In respect of bank balances the liquidity risk is managed by ensuring debtors are collected in accordance with their terms.

Trade debtors are managed in respect of credit and cash flow risk by internal policies concerning the credit offered to customers and regular monitoring of amounts outstanding.

 

Trade creditors liquidity risk is managed by ensuring sufficient funds are available to meet obligations as they fall due.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing the annual report 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.

CELLECTA LIMITED
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 4 -

In preparing these financial statements, the director is required to:

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 them 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.

STRATEGIC REPORT

The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report.

STATEMENT OF DISCLOSURE TO AUDITOR

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

MEDIUM-SIZED COMPANIES EXEMPTION

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

On behalf of the board
Mr Andrew Fry
Director
28 July 2025
CELLECTA LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF CELLECTA LIMITED
- 5 -
Opinion

We have audited the financial statements of Cellecta Limited (the 'company') for the year ended 31 December 2024 which comprise the statement of income and retained earnings, the balance sheet and notes to the financial statements, including 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:

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 Auditor's 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.

CELLECTA LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF CELLECTA LIMITED (CONTINUED)
- 6 -

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The director is responsible for the other information contained within the annual report. 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. 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 course of 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 our audit:

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 director's 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:

CELLECTA LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF CELLECTA LIMITED (CONTINUED)
- 7 -
Responsibilities of director

As explained more fully in the director's responsibilities statement, 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 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, 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.

Auditor's 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 an auditor's report 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.

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. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
We gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates, and considered the risk of acts by the company that were contrary to applicable laws and regulations, including fraud. We designed audit procedures to respond to the risk, recognising that 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.
We focussed on laws and regulations which could give rise to a material misstatement in the financial statements, including, but not limited to, the Companies Act 2006 and UK tax legislation. Our tests included agreeing the financial statement disclosures to underlying supporting documentation, enquiries with management and enquiries of legal counsel. 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. We did not identify any key audit matters relating to irregularities, including fraud. As in all our audits, we also addressed the risk of management override of internal controls, including testing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.
CELLECTA LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF CELLECTA LIMITED (CONTINUED)
- 8 -
As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain professional scepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

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 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.

CELLECTA LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF CELLECTA LIMITED (CONTINUED)
- 9 -
Ataf Salim
Senior Statutory Auditor
For and on behalf of
Kilsby & Williams LLP
Chartered accountants & statutory auditor
Cedar House
Hazell Drive
Newport
South Wales
NP10 8FY
28 July 2025
CELLECTA LIMITED
STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 10 -
2024
2023
Notes
£
£
TURNOVER
3
18,199,501
21,206,632
Cost of sales
(9,630,055)
(11,575,317)
GROSS PROFIT
8,569,446
9,631,315
Administrative expenses
(5,163,486)
(4,808,337)
Other operating income
40,980
39,394
OPERATING PROFIT
4
3,446,940
4,862,372
Interest receivable and similar income
6
229,593
230,973
Interest payable and similar expenses
7
-
0
(2,495)
PROFIT BEFORE TAXATION
3,676,533
5,090,850
Tax on profit
8
(917,440)
(1,195,916)
PROFIT FOR THE FINANCIAL YEAR
2,759,093
3,894,934
Retained earnings brought forward
10,354,680
10,705,402
Dividends
9
(2,926,563)
(4,245,656)
Retained earnings carried forward
10,187,210
10,354,680

The profit and loss account has been prepared on the basis that all operations are continuing operations.

CELLECTA LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2024
31 December 2024
- 11 -
2024
2023
Notes
£
£
FIXED ASSETS
Tangible assets
11
522,384
614,528
CURRENT ASSETS
Stocks
12
1,064,772
1,132,265
Debtors
13
5,145,743
3,192,620
Cash at bank and in hand
4,891,002
7,645,950
11,101,517
11,970,835
CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
14
(1,382,751)
(2,156,720)
NET CURRENT ASSETS
9,718,766
9,814,115
TOTAL ASSETS LESS CURRENT LIABILITIES
10,241,150
10,428,643
PROVISIONS FOR LIABILITIES
Deferred tax liability
15
(53,857)
(73,880)
NET ASSETS
10,187,293
10,354,763
CAPITAL AND RESERVES
Called up share capital
17
58
58
Capital redemption reserve
25
25
Profit and loss reserves
10,187,210
10,354,680
TOTAL EQUITY
10,187,293
10,354,763

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

The financial statements were approved and signed by the director and authorised for issue on 28 July 2025
Mr Andrew Fry
Director
Company registration number 04215957 (England and Wales)
CELLECTA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 12 -
1
ACCOUNTING POLICIES
Company information

Cellecta Limited is a private company limited by shares incorporated in England and Wales. The registered office is Bounty House, Norman Close, Rochester, Kent, England, ME2 2NF.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:

 

 

The financial statements of the company are consolidated in the financial statements of Xcelant Limited. These consolidated financial statements are available from Companies House, Crown Way, Cardiff CF14 3UZ.

1.2
Going concern

Atruet the time of approving the financial statements, the director has a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the director continues to adopt the going concern basis of accounting in preparing the financial statements.

CELLECTA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
ACCOUNTING POLICIES
(Continued)
- 13 -
1.3
Turnover

Revenue comprises sales of goods or services provided to customers net of value added tax and other sales taxes, less an appropriate deduction for actual and expected returns and discounts. Revenue is recognised when performance obligations are satisfied and the control of goods or services is transferred to the buyer. Where the performance obligation is satisfied over time, revenue is recognised in accordance with its progress towards complete satisfaction of that performance obligation.

 

When cash inflows are deferred and represent a financing arrangement, the promised consideration is adjusted for the effects of the time value of money, which is recognised as interest income.

The nature, timing of satisfaction of performance obligations and significant payment terms of the company's major sources of revenue are as follows:

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

1.4
Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

1.5
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

 

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Patents & licences
33% straight line
1.6
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

CELLECTA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
ACCOUNTING POLICIES
(Continued)
- 14 -

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Freehold land and buildings
2% straight line
Plant and equipment
25% reducing balance
Fixtures and fittings
33% straight line
Computers
33% straight line
Motor vehicles
25% reducing balance
Property improvements
25% reducing balance

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

1.7
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

CELLECTA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
ACCOUNTING POLICIES
(Continued)
- 15 -
1.8
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

 

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.9
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.10
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

CELLECTA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
ACCOUNTING POLICIES
(Continued)
- 16 -
Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

CELLECTA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
ACCOUNTING POLICIES
(Continued)
- 17 -
Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.11
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

CELLECTA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
ACCOUNTING POLICIES
(Continued)
- 18 -
1.12
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.13
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.14
Leases
As lessor

Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.

2
JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In the application of the company’s accounting policies, the director is required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

There are no material judgments or accounting estimates used in the preparation of these financial statements.

3
TURNOVER AND OTHER REVENUE
2024
2023
£
£
Turnover analysed by class of business
Sale of goods
18,199,501
21,206,632
CELLECTA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
3
TURNOVER AND OTHER REVENUE
(Continued)
- 19 -
2024
2023
£
£
Other revenue
Interest income
229,593
230,973
Commissions received
21,244
25,906

The whole of the turnover is attributable to the principal activity of the company wholly undertaken in the United Kingdom.

4
OPERATING PROFIT
2024
2023
Operating profit for the year is stated after charging:
£
£
Research and development costs
920
6,927
Fees payable to the company's auditor for the audit of the company's financial statements
12,400
23,000
Depreciation of owned tangible fixed assets
122,249
150,481
Impairment of trade debtors
35,501
-
5
EMPLOYEES

The average monthly number of persons (including directors) employed by the company during the year was:

2024
2023
Number
Number
Directors
1
1
Other staff
49
49
Total
50
50
CELLECTA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
5
EMPLOYEES
(Continued)
- 20 -

Their aggregate remuneration comprised:

2024
2023
£
£
Wages and salaries
2,279,566
2,006,270
Social security costs
202,597
229,177
Pension costs
132,363
130,178
2,614,526
2,365,625
6
INTEREST RECEIVABLE AND SIMILAR INCOME
2024
2023
£
£
Interest income
Interest on bank deposits
224,328
230,973
Other interest income
5,265
-
0
Total income
229,593
230,973
7
INTEREST PAYABLE AND SIMILAR EXPENSES
2024
2023
£
£
Other interest
-
0
2,495
8
TAXATION
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
949,863
1,171,805
Adjustments in respect of prior periods
(12,400)
(15,734)
Total current tax
937,463
1,156,071
Deferred tax
Origination and reversal of timing differences
(20,023)
39,845
Total tax charge
917,440
1,195,916
CELLECTA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
8
TAXATION
(Continued)
- 21 -

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

2024
2023
£
£
Profit before taxation
3,676,533
5,090,850
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 23.50%)
919,133
1,196,350
Tax effect of expenses that are not deductible in determining taxable profit
9,372
10,585
Adjustments in respect of prior years
(12,400)
(15,734)
Effect of different UK tax rates on some earnings
-
0
3,415
Non-qualifying depreciation
1,335
1,300
Taxation charge for the year
917,440
1,195,916
9
DIVIDENDS
2024
2023
£
£
Final paid
2,926,563
4,245,656
10
INTANGIBLE FIXED ASSETS
Patents & licences
£
Cost
At 1 January 2024 and 31 December 2024
41,842
Amortisation and impairment
At 1 January 2024 and 31 December 2024
41,842
Carrying amount
At 31 December 2024
-
0
At 31 December 2023
-
0
CELLECTA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 22 -
11
TANGIBLE FIXED ASSETS
Freehold land and buildings
Plant and equipment
Fixtures and fittings
Computers
Motor vehicles
Property improvements
Total
£
£
£
£
£
£
£
Cost
At 1 January 2024
266,915
967,579
309,890
94,800
193,762
11,658
1,844,604
Additions
-
0
16,885
1,162
12,058
-
0
-
0
30,105
At 31 December 2024
266,915
984,464
311,052
106,858
193,762
11,658
1,874,709
Depreciation and impairment
At 1 January 2024
37,366
777,277
257,540
84,007
64,663
9,223
1,230,076
Depreciation charged in the year
5,338
50,406
24,476
9,144
32,276
609
122,249
At 31 December 2024
42,704
827,683
282,016
93,151
96,939
9,832
1,352,325
Carrying amount
At 31 December 2024
224,211
156,781
29,036
13,707
96,823
1,826
522,384
At 31 December 2023
229,549
190,302
52,350
10,793
129,099
2,435
614,528
CELLECTA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 23 -
12
STOCKS
2024
2023
£
£
Raw materials and consumables
1,064,772
1,132,265
13
DEBTORS
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
3,010,265
2,672,754
Amounts owed by group undertakings
1,877,920
37,108
Other debtors
209,434
215,320
Prepayments and accrued income
48,124
267,438
5,145,743
3,192,620
14
CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2024
2023
£
£
Trade creditors
533,425
692,566
Amounts owed to group undertakings
51,392
277,119
Corporation tax
290,763
533,565
Other taxation and social security
331,690
486,621
Other creditors
2,522
19,872
Accruals and deferred income
172,959
146,977
1,382,751
2,156,720
15
DEFERRED TAXATION

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

Liabilities
Liabilities
2024
2023
Balances:
£
£
Accelerated capital allowances
53,857
73,880
CELLECTA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
15
DEFERRED TAXATION
(Continued)
- 24 -
2024
Movements in the year:
£
Liability at 1 January 2024
73,880
Credit to profit or loss
(20,023)
Liability at 31 December 2024
53,857

The deferred tax liability set out above is expected to reverse within the next 3 - 10 years and relates to accelerated capital allowances that are expected to mature within the same period.

16
RETIREMENT BENEFIT SCHEMES
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
132,363
130,178

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

17
SHARE CAPITAL
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 1p each
5,800
5,800
58
58
18
OPERATING LEASE COMMITMENTS

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

2024
2023
£
£
Within 1 year
43,299
29,299
Years 2-5
128,858
40,449
172,157
69,748
CELLECTA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
18
OPERATING LEASE COMMITMENTS
(Continued)
- 25 -
As lessor - operating leases

The operating leases represent rental leases to third parties. There are no options in place for either party to extend the lease terms.

2024
2023
Future amounts receivable under operating leases:
£
£
Within 1 year
3,372
13,488
Years 2-5
-
0
3,372
3,372
16,860
19
RELATED PARTY TRANSACTIONS

In accordance with FRS 102 Section 33, transactions with other wholly-owned group companies, that are included within the ultimate parents undertaking's financial statements, are not disclosed.

 

Management charges of £1,250 (2023 - 2,500) were received from a related party in the year. The Company is related by way of common control.

20
DIRECTORS' TRANSACTIONS

Dividends totalling £0 (2023 - £0) were paid in the year in respect of shares held by the company's directors.

Included within other creditors is £nil (2023 - £10,458) due to a director. The loan is interest free and repayable on demand.

21
ULTIMATE CONTROLLING PARTY

The Company is a wholly owned subsidiary of Xcelant Limited, who it regards as its ultimate parent undertaking.

 

The parent undertaking of the smallest and largest group, which includes the Company and for which group accounts are prepared, is Xcelant Limited. Copies of the group accounts can be obtained from Companies House, Crown Way, Cardiff, CF4 3UZ.

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