IRIS Accounts Production v25.2.0.378 02319803 director 1.1.24 31.12.24 31.12.24 true false true true false false true true true false Ordinary 1.00000 iso4217:GBPiso4217:USDiso4217:EURxbrli:sharesxbrli:pureutr:tonnesutr:kWh023198032023-12-31023198032024-12-31023198032024-01-012024-12-31023198032022-12-31023198032023-01-012023-12-31023198032023-12-3102319803ns15:EnglandWales2024-01-012024-12-3102319803ns14:PoundSterling2024-01-012024-12-3102319803ns10:Director12024-01-012024-12-3102319803ns10:PrivateLimitedCompanyLtd2024-01-012024-12-3102319803ns10:FRS1022024-01-012024-12-3102319803ns10:Audited2024-01-012024-12-3102319803ns10:LargeCompaniesRegimeForDirectorsReport2024-01-012024-12-3102319803ns10:LargeCompaniesRegimeForAccounts2024-01-012024-12-3102319803ns10:FullAccounts2024-01-012024-12-3102319803ns10:OrdinaryShareClass12024-01-012024-12-3102319803ns10:CompanySecretary12024-01-012024-12-3102319803ns10:RegisteredOffice2024-01-012024-12-3102319803ns5:CurrentFinancialInstruments2024-12-3102319803ns5:CurrentFinancialInstruments2023-12-3102319803ns5:ShareCapital2024-12-3102319803ns5:ShareCapital2023-12-3102319803ns5:RetainedEarningsAccumulatedLosses2024-12-3102319803ns5:RetainedEarningsAccumulatedLosses2023-12-3102319803ns5:ShareCapital2022-12-3102319803ns5:RetainedEarningsAccumulatedLosses2022-12-3102319803ns5:RetainedEarningsAccumulatedLosses2023-01-012023-12-3102319803ns5:RetainedEarningsAccumulatedLosses2024-01-012024-12-310231980312024-01-012024-12-3102319803ns15:UnitedKingdom2024-01-012024-12-3102319803ns15:UnitedKingdom2023-01-012023-12-3102319803ns5:TotalGeographicSegmentsIncludingAnyUnallocatedAmount2024-01-012024-12-3102319803ns5:TotalGeographicSegmentsIncludingAnyUnallocatedAmount2023-01-012023-12-3102319803ns10:OrdinaryShareClass12023-01-012023-12-3102319803ns5:FurnitureFittings2023-12-3102319803ns5:FurnitureFittings2024-01-012024-12-3102319803ns5:FurnitureFittings2024-12-3102319803ns5:FurnitureFittings2023-12-3102319803ns5:WithinOneYearns5:CurrentFinancialInstruments2024-12-3102319803ns5:WithinOneYearns5:CurrentFinancialInstruments2023-12-3102319803ns5:DeferredTaxation2023-12-3102319803ns5:DeferredTaxation2024-01-012024-12-3102319803ns5:DeferredTaxation2024-12-3102319803ns10:OrdinaryShareClass12024-12-3102319803ns5:RetainedEarningsAccumulatedLosses2023-12-31
REGISTERED NUMBER: 02319803 (England and Wales)
























STRATEGIC REPORT, DIRECTOR'S REPORT AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

NOVACEL U.K. LIMITED

NOVACEL U.K. LIMITED (REGISTERED NUMBER: 02319803)

CONTENTS OF THE FINANCIAL STATEMENTS
For The Year Ended 31 December 2024










Page

Company Information 1

Strategic Report 2

Director's Report 3

Report of the Independent Auditors 5

Statement of Comprehensive Income 8

Balance Sheet 9

Statement of Changes in Equity 10

Notes to the Financial Statements 11


NOVACEL U.K. LIMITED

COMPANY INFORMATION
For The Year Ended 31 December 2024







DIRECTOR: S Groves





SECRETARY: Oakwood Corporate Secretary Limited





REGISTERED OFFICE: Unit 7, Titan Court
Laporte Way
Luton
Bedfordshire
LU4 8EF





REGISTERED NUMBER: 02319803 (England and Wales)





AUDITORS: Grant Thornton Chartered Accountants
Mill House
Henry Street
Limerick
V94 K6HH

NOVACEL U.K. LIMITED (REGISTERED NUMBER: 02319803)

STRATEGIC REPORT
For The Year Ended 31 December 2024


The principal activity of the company during the year was the supply of self-adhesive temporary protective film.

REVIEW OF BUSINESS
Both volumes and turnover decreased slightly during the year, in comparison to the prior year (2023), as the business focused on recovering the gross profit margins to 14% in the current year, in comparison to 9% in the prior year. The director is satisfied with the level of business and expects that the improved profitability will be maintained in the foreseeable future. The company's key performance indicators are considered to be turnover and operating profit, these are disclosed in financial statements.

PRINCIPAL RISKS AND UNCERTAINTIES
Financial key performance indicators (KPIs)
Given the straightforward nature of the business, the company's director is of the opinion that analysis using KPIs, other than those highlighted above, are not necessary for an understanding of the development, performance or position of the business.

Dividends and transfers to reserves
During the year, the company made a profit after tax of £243,000 (2023: £27,000). No dividend was paid during the year ended 31 December 2024 (2023: £1,000,000). The profit for the year was transferred to retained earnings.

Financial position
The director have reviewed the adequacy of the funding available to the company to meet its operational requirements for the foreseeable future, and have concluded that it is appropriate to prepare these financial statements on the going concern basis.

Financial risk management
The company's operations expose it to a variety of financial risks that included the effects of changes in prices, credit risk and liquidity risk. The company has in place a risk management program that seeks to limit the adverse effects on the financial performance of the company. This is summarised as follows.

Price risk
The company is exposed to raw material price risk as a result of its operations. However, given the size of the company operations, the cost of managing exposure to raw material price risk exceed any potential benefits. The director will revisit the appropriateness of this policy should the company's operations change in size of nature.

Credit risk
The company has implemented policies that require appropriate credit checks on potential customers before sales are made. Customers are assigned credit limits and overdue debts are chased on regular basis.

Liquidity risk and cash flow
The company actively monitors its liquidity and cash flow position to ensure it has sufficient cash in order to fund its activities.

Given the size of the company, the director has not delegated the responsibility of monitoring financial risk management to a sub-committee of the board. The policies set by the director are implemented by the company's finance department.

ON BEHALF OF THE BOARD:





S Groves - Director


25 July 2025

NOVACEL U.K. LIMITED (REGISTERED NUMBER: 02319803)

DIRECTOR'S REPORT
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.

PRINCIPAL ACTIVITY
The principal activity of the company in the year under review was that of the supply of self-adhesive temporary protective film.

DIVIDENDS
The profit for the year after taxation, amounted to £243,000 (2023: £27,000).

During the year ended 31 December 2024, no dividends (2023: £1,000,000) were paid.

FUTURE DEVELOPMENTS
The business will continue to optimise the product mix and reduce operating costs to further improve profitability.

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

FINANCIAL RISK MANAGEMENT
The financial risks facing the company have been reviewed by the director and are shown in the Strategic Report section on page 2.

GOING CONCERN
The director has a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The director prepares annual budgets and forecasts in order to ensure that they have sufficient facilities in place and that they comply with the terms and conditions of the bank facilities. Having regard to the above, the director believes it appropriate to adopt the going concern basis of accounting in repairing the financial statements. Novacel SA has confirmed continued support to the company and will ensure the company retains sufficient working capital to continue trading for the foreseeable future.

DISCLOSURE OF INFORMATION IN THE STRATEGIC REPORT
A Strategic Report is included in these accounts in accordance with section 414C(11) of the Companies Act 2006.

DIRECTOR'S RESPONSIBILITIES STATEMENT
The director is responsible for preparing the Strategic Report, the Directors' Report and the financial statements inaccordance 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 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 director is required to:

- select suitable accounting policies and then apply them consistently;
- make judgements and accounting estimates that are reasonable and prudent;
- state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The 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. 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.

NOVACEL U.K. LIMITED (REGISTERED NUMBER: 02319803)

DIRECTOR'S REPORT
For The Year Ended 31 December 2024


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, Grant Thornton, will be proposed for re-appointment in accordance with section 485 of the Companies Act 2006.

ON BEHALF OF THE BOARD:





S Groves - Director


25 July 2025

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
NOVACEL U.K. LIMITED


Opinion
We have audited the financial statements of Novacel U.K. Limited (the 'company') for the year ended 31 December 2024 which comprise the Statement of 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 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 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 Strategic Report and the Director's Report, 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 Director's Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Strategic Report and the Director's Report have been prepared in accordance with applicable legal requirements.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
NOVACEL U.K. LIMITED


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 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.

Responsibilities of director
As explained more fully in the Director's Responsibilities Statement set out on page three, 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
The objectives of an auditor are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' report that includes their opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud:

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. Owing to the inherent limitations of an audit, there is an unavoidable risk that material misstatement in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with ISAs (UK).

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

Based on our understanding of the Company and industry, we identified that the principal risks of non-compliance with laws and regulations related to compliance with employment law, data protection laws and consumer protection, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006 and UK tax legislation. We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries to manipulate financial performance and management bias through judgments and assumptions in significant accounting estimates, in particular in relation to significant one-off or unusual transactions. We apply professional scepticism through the audit to consider potential deliberate omission or concealment of significant transactions, or incomplete and inaccurate disclosures in the financial statements.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
NOVACEL U.K. LIMITED


In response to these principal risks, our audit procedures include but were not limited to:
- inquiries of management on the policies and procedures in place regarding compliance with laws and regulations, including consideration of known or suspected instances of non-compliance and whether they have knowledge of any actual, suspected or alleged fraud;
- inspection of the company's legal correspondence during the year to corroborate inquiries made;
- gaining an understanding of the internal controls established to mitigate risk related to fraud;
- discussion amongst the engagement team in relation to the identified laws and regulations and regarding the risk of fraud, and remaining alert to any indications of non-compliance or opportunities for fraudulent manipulation of financial statements throughout the audit;
- identifying and testing journal entries to address the risk of inappropriate journals and management override of controls;
- designing audit procedures to incorporate unpredictability around the nature, timing or extent of our testing;
- challenging assumptions and judgements made by management in their significant accounting estimates, including useful lives of tangible and intangible assets, impairment of trade debtors, impairment of stocks; and
- review of the financial statement disclosures to underlying supporting documentation and inquiries of management.

The primary responsibility for the prevention and detection of irregularities including fraud rests with those charged with governance and management. As with any audit, there remains a risk of non-detection or irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or override of internal controls.

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.




Mairead O’Connell FCCA (Senior Statutory Auditor)
for and on behalf of Grant Thornton Chartered Accountants
Mill House
Henry Street
Limerick
V94 K6HH

25 July 2025

NOVACEL U.K. LIMITED (REGISTERED NUMBER: 02319803)

STATEMENT OF COMPREHENSIVE
INCOME
For The Year Ended 31 December 2024

2024 2023
Notes £'000 £'000 £'000 £'000

TURNOVER 4 11,332 12,284

Cost of sales 9,765 11,173
GROSS PROFIT 1,567 1,111

Distribution costs 536 563
Administrative expenses 702 506
1,238 1,069
OPERATING PROFIT and
PROFIT BEFORE TAXATION 329 42

Tax on profit 8 86 15
PROFIT FOR THE FINANCIAL YEAR 243 27

OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME FOR THE
YEAR

243

27

NOVACEL U.K. LIMITED (REGISTERED NUMBER: 02319803)

BALANCE SHEET
31 December 2024

2024 2023
Notes £'000 £'000 £'000 £'000
FIXED ASSETS
Tangible assets 10 17 21

CURRENT ASSETS
Stocks 11 1,532 1,448
Debtors 12 324 377
Cash at bank 1,163 812
3,019 2,637
CREDITORS
Amounts falling due within one year 13 2,003 1,867
NET CURRENT ASSETS 1,016 770
TOTAL ASSETS LESS CURRENT LIABILITIES 1,033 791

PROVISIONS FOR LIABILITIES 14 3 4
NET ASSETS 1,030 787

CAPITAL AND RESERVES
Called up share capital 15 25 25
Retained earnings 16 1,005 762
SHAREHOLDERS' FUNDS 1,030 787

The financial statements were approved by the director and authorised for issue on 25 July 2025 and were signed by:





S Groves - Director


NOVACEL U.K. LIMITED (REGISTERED NUMBER: 02319803)

STATEMENT OF CHANGES IN EQUITY
For The Year Ended 31 December 2024

Called up
share Retained Total
capital earnings equity
£'000 £'000 £'000
Balance at 1 January 2023 25 1,735 1,760

Changes in equity
Dividends - (1,000 ) (1,000 )
Total comprehensive income - 27 27
Balance at 31 December 2023 25 762 787

Changes in equity
Total comprehensive income - 243 243
Balance at 31 December 2024 25 1,005 1,030

NOVACEL U.K. LIMITED (REGISTERED NUMBER: 02319803)

NOTES TO THE FINANCIAL STATEMENTS
For The Year Ended 31 December 2024


1. STATUTORY INFORMATION

Novacel U.K. Limited is a private company limited by shares and incorporated in England and Wales, registered number 02319803. The registered office is Unit 7 Titan Court, Laporte Way, Luton, LU4 8EF.

The company is a wholly owned subsidiary of Novacel SA and of its ultimate parent Chargeurs SA. It is included in the consolidated financial statements of Novacel SA which are publicly available.

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 company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

the requirements of Section 7 Statement of Cash Flows;
the requirement of paragraph 3.17(d);
the requirement of paragraph 33.7.

The information is included in the consolidated financial statements of Novacel SA as at 31 December 2024 and these financial statements may be obtained from Company Secretary, Novacel SA, at 24, rue du Docteur E. Bataille, 76250 Develle-les-Routen, France.

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

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

Sale of goods
Revenue from the sale of goods is recognised when all of the following conditions are satisfied:

- the company has transferred the significant risks and rewards of ownership to the buyer;
- the company retains neither continuing managerial involvement to the degree usually associated
with ownership nor effective control over the goods sold;
- the amount of revenue can be reliably measured;
- it is probable the company will receive the consideration due under the transaction; and
- the costs incurred or to be incurred in respect of the transaction can be reliably measured.

NOVACEL U.K. LIMITED (REGISTERED NUMBER: 02319803)

NOTES TO THE FINANCIAL STATEMENTS - continued
For The Year Ended 31 December 2024


2. ACCOUNTING POLICIES - continued

Tangible fixed assets
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight line method.

Depreciation is provided on the following basis:

Plant and machinery - 5 to 8 years straight line
Fixtures and fittings- 4 years straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the Statements of comprehensive income.

Stocks
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of a purchase on a weighted average basis. Work in progress and finished good include labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in the profit or loss.

Financial instruments
The company only enters basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in non-puttable ordinary shares.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the company would receive for the asset if it were to be sold at the balance sheet date.

Financial assets and liabilities are offset an the net amount reported in the Balance Sheet when there is an enforceable right to set off recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Debtors
Short term debtors are measured at transaction price, less any impairment.

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

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, 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.


NOVACEL U.K. LIMITED (REGISTERED NUMBER: 02319803)

NOTES TO THE FINANCIAL STATEMENTS - continued
For The Year Ended 31 December 2024


2. ACCOUNTING POLICIES - continued
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
Functional and presentation currency
The company's functional and presentation currency is GBP and the accounts are rounded to the nearest thousand pounds (£'000).

Transactions and balances
Foreign currency transactions are translated into the functional currency used the spot exchange rates at the dates of transactions.

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

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

Foreign exchange gains and losses that relate to borrowing and cash and cash equivalents are presented in the Statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in the Statement of comprehensive income within 'other operating income'.

Leasing commitments
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Dividends
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

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

The contributions are recognised as an expense in the Statement of comprehensive income when they fall due. Amounts not paid are shown in accruals as a liability in the balance sheet. The assets of the plan are held separately from the company in independently administered funds.

Operating leases: the company as a lessor
Rental income from operating leases is credited to the Statement of comprehensive income on a straight line basis over the term of the relevant lease.

NOVACEL U.K. LIMITED (REGISTERED NUMBER: 02319803)

NOTES TO THE FINANCIAL STATEMENTS - continued
For The Year Ended 31 December 2024


2. ACCOUNTING POLICIES - continued

Provisions for liabilities
Provisions are made where an event has taken plan that gives the company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.

Provisions are charged as an expense to the Statement of comprehensive income in the year that the company becomes aware of the obligation, and are measured at the best estimate at the Balance sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.

When payments are eventually made, they are charged to the provision carried in the Balance sheet.

3. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

The Directors 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 reviewed, if revision affects only that period or in the period of revision and future periods if the revision affects both current and future periods.

(i) Useful economic lives of tangible assets
The annual depreciation charge for tangible assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are reassessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets. See note 10 for the carrying amount of the plant, equipment and fixtures and fittings, and note 2 for the useful economic lives of assets.

(ii) Impairment of debtors
The company makes an estimate of the recoverable value of trade and other debtors. When assessing impairment of trade and other debtors, management considers factors including the current credit rating of the debtor, the ageing profile of debtors and historical experience. See note 12 for the net carrying amount of the debtors.

(iii) Stock provisioning
It is necessary to consider the recoverability of the cost of stock and the associated provisioning required. When calculating the stock provision, management considers the nature and condition of the stock, as well as applying assumptions around anticipated saleability of stock. See note 11 for the net carrying amount of the stock and associated provision.

4. 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:

2024 2023
£'000 £'000
United Kingdom 11,332 12,284
11,332 12,284

NOVACEL U.K. LIMITED (REGISTERED NUMBER: 02319803)

NOTES TO THE FINANCIAL STATEMENTS - continued
For The Year Ended 31 December 2024


5. EMPLOYEES AND DIRECTORS
2024 2023
£'000 £'000
Wages and salaries 467 336
Social security costs 55 49
Other pension costs 47 43
569 428

The average number of employees during the year was as follows:
2024 2023

Selling and distribution 4 5
Administration 1 1
5 6

2024 2023
£ £
Directors' remuneration 245,801 252,444
Directors' pension contributions to money purchase scheme 17,332 14,796


During the year retirement benefits were accruing to 1 director (2023: 1) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £245,801 (2023: £252,444).

The value of the company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £17,332 (2023: £14,796).

6. OPERATING PROFIT

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

20242023
£'000£'000

Impairment of inventory9329
Exchange differences(13)13
Operating lease rentals1111

7. AUDITORS' REMUNERATION
2024 2023
£'000 £'000
Fees payable to the company's auditors and their associates for the
audit of the company's financial statements

21

13
Total audit fees 21 13

NOVACEL U.K. LIMITED (REGISTERED NUMBER: 02319803)

NOTES TO THE FINANCIAL STATEMENTS - continued
For The Year Ended 31 December 2024


8. TAXATION

Analysis of tax charge

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

20242023
£'000£'000

Current tax:
UK corporation tax8713

Deferred tax(1)2
Tax on profit8615

Factors affecting tax charge for the year

From 1st April 2024, the UK introduced legislation whereby there is no longer a single Corporation Tax rate for non-ring fence profits. The main rate of corporation tax increased from 19% to 25% for companies with taxable profits above £250,000 and a small profits rate of 19% was introduced for companies with taxable profits under £50,000. For companies that fall between these profit parameters (£50,000 - £250,000) whilst they will pay tax at 25%, a marginal relief will be applied to the tax due.

The tax assessed for the year is the standard rate of corporation tax in the UK of 25% (2023 - 25%) as set out below:

20242023
£'000£'000

Profit on ordinary activities before tax32941
Effects of:

Profit on ordinary activities multiplied by standard
rate of corporation tax in the UK at 25%


82

3

Adjustments for allowable expenditure6

Capital allowances(1)

Profit on ordinary activities multiplied by standard
rate of corporation tax in the UK at 25% from 01 -10
April 2024
Total tax charge for the year8713

9. DIVIDENDS
2024 2023
£'000 £'000
Ordinary shares of £1 each
Dividend paid on equity
capital - 1,000
- 1,000

NOVACEL U.K. LIMITED (REGISTERED NUMBER: 02319803)

NOTES TO THE FINANCIAL STATEMENTS - continued
For The Year Ended 31 December 2024


10. TANGIBLE FIXED ASSETS
Fixtures
and
fittings
£'000
COST
At 1 January 2024
and 31 December 2024 143
DEPRECIATION
At 1 January 2024 122
Charge for year 4
At 31 December 2024 126
NET BOOK VALUE
At 31 December 2024 17
At 31 December 2023 21


11. STOCKS
2024 2023
£'000 £'000
Stocks 1,532 1,448

Stocks are stated after provisions for impairment of £29k (2023: £121k).

12. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2024 2023
£'000 £'000
Trade debtors 59 135
Other debtors 241 228
Prepayments and accrued income 24 14
324 377

13. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2024 2023
£'000 £'000
Trade creditors 78 65
Amounts owed to group undertakings 738 919
Corporation tax 35 (38 )
Social security and other taxes 354 309
Other creditors 53 70
Accrued expenses 745 542
2,003 1,867

14. PROVISIONS FOR LIABILITIES
2024 2023
£'000 £'000
Deferred tax 3 4

NOVACEL U.K. LIMITED (REGISTERED NUMBER: 02319803)

NOTES TO THE FINANCIAL STATEMENTS - continued
For The Year Ended 31 December 2024


14. PROVISIONS FOR LIABILITIES - continued

Deferred
tax
£'000
Balance at 1 January 2024 4
Provided during year (1 )
Balance at 31 December 2024 3

15. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2024 2023
value: £'000 £'000
25,000 Ordinary £1 25 25

Called-up share capital represents the nominal values of shares that have been issued.

There is a single class of ordinary shares. There are no restrictions on the distribution of dividends, the repayment of capital and voting rights.

16. RESERVES
Retained
earnings
£'000

At 1 January 2024 762
Profit for the year 243
At 31 December 2024 1,005

17. PENSION COMMITMENTS

The company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the company in an independent administered fund. The pension cost charge represents contributions payable by the company to the fund and amounted to £48k (2023: £43k). Contributions totalling £3k (2023: £3k) were payable to the fund at the reporting date and were included in other creditors.

18. OTHER FINANCIAL COMMITMENTS

At 31 December the Company had future minimum lease payments under non-cancellable operating leases as follows:

20242023
£   £   

Not later than 1 year1111
Later than 1 year and not later than 5 years38
Later than 5 years-
1148

NOVACEL U.K. LIMITED (REGISTERED NUMBER: 02319803)

NOTES TO THE FINANCIAL STATEMENTS - continued
For The Year Ended 31 December 2024


19. ULTIMATE CONTROLLING PARTY

The immediate parent undertaking is Novacel SA, a company incorporated in France which is the parent undertaking of the smallest group to consolidate these financial statements,

The ultimate parent undertaking and controlling party is Chargeurs SA, a company incorporated in France, which is the parent undertaking of the largest group to consolidate these financial statements. Copies of the consolidated financial statements are publicly available and can be obtained from the Company Secretary, Chargeurs SA at 38 rue Marbeouf, 75108 Paris, France.

The director considers there to be no ultimate controlling party.

20. FINANCIAL INSTRUMENTS

2024 2023
£'000 £'000
Financial assets
Financial assets that are debt instruments measured at amortised cost 1,463 1,175
Financial liabilities
Financial liabilities measured at amortised cost (875 ) (678 )

Financial assets that are debt instruments measured at amortised cost comprise cash at bank and in hand, trade debtors and other debtors.

Financial liabilities that are debt instruments measured at amortised cost comprise of amounts due in respect of trade creditors, other creditors and accruals.