Registration number:
FCL Science Ltd
for the Year Ended 31 December 2025
FCL Science Ltd
Contents
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Company Information |
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Independent Auditor's Report |
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Balance Sheet |
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Notes to the Financial Statements |
FCL Science Ltd
Company Information
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Director |
Ms I V Rycke |
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Registered office |
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Accountants |
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Auditors |
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FCL Science Ltd
Independent Auditor's Report to the Members of FCL Science Ltd
Opinion
We have audited the financial statements of FCL Science Limited for the year ended 31 December 2025 which comprise the Profit and Loss Account, Balance Sheet and the related notes, 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 (United Kingdom Generally Accepted Accounting Practice), including FRS 102 - Section 1A for Small Entities "The Financial Reporting Standard applicable in the UK and Republic of Ireland".
In our opinion the financial statements:
• | give a true and fair view of the state of the company's affairs as at 31 December 2025 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 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 the provisions available for small entities, in the circumstances set out in note 17 to the financial statements, 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 original financial statements were 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.
Opinion on other matter prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
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the information given in the for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
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the has been prepared in accordance with applicable legal requirements. |
Matters on which we are required to report by exception
In the light of our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the .
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:
FCL Science Ltd
Independent Auditor's Report to the Members of FCL Science Ltd
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adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or |
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the financial statements are not in agreement with the accounting records and returns; or |
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certain disclosures of director's remuneration specified by law are not made; or |
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we have not received all the information and explanations we require for our audit; or |
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the director was not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies’ exemptions in preparing the directors’ report and from the requirement to prepare a strategic report. |
Responsibilities of the director
As explained more fully in the Director's Responsibilities Statement set out on page 3, 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 determine 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 directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Auditor 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.
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
Irregularities, including fraud, are instances of non-compliance with laws and regulations.
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, misrepresentations or through collusion.
Procedures performed by the audit team included:
• Discussions with management regarding known or suspected instances of non-compliance with laws and regulations;
• Evaluation of controls designed to prevent and detect irregularities; and
• Assessing journals entries as part of our planned audit approach.
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.
As in all of 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.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Use of our report
FCL Science Ltd
Independent Auditor's Report to the Members of FCL Science Ltd
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 that 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.
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For and on behalf of
Hussar Court
Waterlooville
Hampshire
PO7 7SQ
FCL Science Ltd
(Registration number: 06491510)
Balance Sheet as at 31 December 2025
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Note |
2025 |
2024 |
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Fixed assets |
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Intangible assets |
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- |
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Current assets |
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Stocks |
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Debtors |
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Cash at bank and in hand |
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Creditors: Amounts falling due within one year |
( |
( |
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Net current assets |
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Total assets less current liabilities |
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Creditors: Amounts falling due after more than one year |
( |
( |
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Net (liabilities)/assets |
( |
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Capital and reserves |
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Called up share capital |
100 |
100 |
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Retained earnings |
(332,810) |
11,899 |
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Shareholders' (deficit)/funds |
(332,710) |
11,999 |
Approved and authorised by the
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FCL Science Ltd
Notes to the Financial Statements for the Year Ended 31 December 2025
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General information |
The company is a private company limited by share capital, incorporated in England.
The address of its registered office is:
These financial statements were authorised for issue by the
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Accounting policies |
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Statement of compliance
These financial statements have been prepared in accordance with Financial Reporting Standard 102 Section 1A smaller entities - 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland' and the Companies Act 2006 (as applicable to companies subject to the small companies' regime).
Basis of preparation
These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.
Revenue recognition
Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the company’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts.
The company recognises revenue when:
The amount of revenue can be reliably measured;
it is probable that future economic benefits will flow to the entity;
and specific criteria have been met for each of the company's activities.
Foreign currency transactions and balances
Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.
Tax
The tax expense for the period comprises tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.
FCL Science Ltd
Notes to the Financial Statements for the Year Ended 31 December 2025
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company operates and generates taxable income.
FCL Science Ltd
Notes to the Financial Statements for the Year Ended 31 December 2025
Amortisation
Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:
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Asset class |
Amortisation method and rate |
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3 Years straight line |
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.
Trade debtors
Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.
Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the receivables.
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first-in, first-out (FIFO) method.
The cost of finished goods and work in progress comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. At each reporting date, stocks are assessed for impairment. If stocks are impaired, the carrying amount is reduced to its selling price less costs to complete and sell; the impairment loss is recognised immediately in profit or loss.
Trade creditors
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.
Borrowings
Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.
Borrowings are classified as current liabilities unless the company has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.
FCL Science Ltd
Notes to the Financial Statements for the Year Ended 31 December 2025
Share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.
Defined contribution pension obligation
A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the company has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.
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Staff numbers |
The average number of persons employed by the company (including the director) during the year, was
FCL Science Ltd
Notes to the Financial Statements for the Year Ended 31 December 2025
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Intangible assets |
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Other intangible assets |
Total |
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Cost or valuation |
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Additions acquired separately |
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At 31 December 2025 |
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Amortisation |
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Amortisation charge |
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At 31 December 2025 |
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Carrying amount |
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At 31 December 2025 |
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Stocks |
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2025 |
2024 |
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Other inventories |
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Debtors |
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Current |
Note |
2025 |
2024 |
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Trade debtors |
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- |
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Amounts owed by related parties |
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- |
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Other debtors |
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FCL Science Ltd
Notes to the Financial Statements for the Year Ended 31 December 2025
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Creditors |
Creditors: amounts falling due within one year
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2025 |
2024 |
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Due within one year |
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Trade creditors |
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Taxation and social security |
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Accruals and deferred income |
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Other creditors |
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Creditors: amounts falling due after more than one year
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Note |
2025 |
2024 |
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Due after one year |
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Loans and borrowings |
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Share capital |
Allotted, called up and fully paid shares
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2025 |
2024 |
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No. |
£ |
No. |
£ |
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100 |
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100 |
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Loans and borrowings |
Non-current loans and borrowings
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2025 |
2024 |
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Amounts owed to related parties |
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FCL Science Ltd
Notes to the Financial Statements for the Year Ended 31 December 2025
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Obligations under leases and hire purchase contracts |
Operating leases
The company has entered into a non-cancellable operating lease agreement for office premises located at Chiswick Works, 100 Bollo Lane, London, W4 5LX. The lease commenced on 1 March 2026 and is due to expire on 28 February 2027. The lease agreement does not provide for security of tenure under sections 24 to 28 of the Landlord and Tenant Act 1954, as the company has agreed to exclude these provisions in accordance with the Regulatory Reform (Business Tenancies) (England and Wales) Order 2003.
The future minimum lease payments under this non-cancellable operating lease are for an amount of £44,040 until 28th Feb 2027. The lease payments are recognized as an expense in the income statement on a straight-line basis over the lease term.
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Related party transactions |
FCL Science Ltd is 100% owned and controlled by Monaco company Sérélys Pharma. The balance owed to Sérélys Pharma at the financial year-end is £1,412,429 (€1,600,000). Under the current agreement, this amount is repayable in March 2027. However, this maturity date may be revised, if necessary, through the execution of a new agreement.
FCL Science’s objective is to act as the distributor of UPSA products in the United Kingdom, including Sérélys products. Under this distribution model, FCL Science is entitled to a guaranteed net operating income margin of 2%, which explains the annual adjustment of £1,011,086 recorded with UPSA.
In 2025, FCL Science employed 3.4 full-time equivalent staff. Of this total, 1.4 FTE related to UPSA support functions, and the corresponding payroll costs are included in the amount referred to above.
All products sold by FCL Science are purchased from UPSA. The total value of goods purchased from UPSA amounted to €286,276.