Registered number: 11243462
SUGAROX LIMITED
FINANCIAL STATEMENTS
INFORMATION FOR FILING WITH THE REGISTRAR
FOR THE YEAR ENDED 31 MARCH 2024
|
SUGAROX LIMITED
REGISTERED NUMBER: 11243462
BALANCE SHEET
AS AT 31 MARCH 2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debtors: amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Creditors: amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
|
|
Total assets less current liabilities
|
|
|
|
|
|
Provisions for liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share based payment reserve
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
................................................
M I Robbins
|
|
|
|
The notes on pages 3 to 11 form part of these financial statements.
Page 1
|
SUGAROX LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2024
|
|
|
Share based payment reserve
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares issued during the year
|
|
|
|
|
|
Share based payment charge for the year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares issued during the year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The notes on pages 3 to 11 form part of these financial statements.
|
Page 2
|
SUGAROX LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
Sugarox Limited is a private company limited by shares and incorporated in England and Wales. Its registered office is:
Office 105, Russell Building
West Common
Harpenden
Hertfordshire
AL5 2JQ
The financial statements are presented in Sterling, which is the functional currency of the company.
2.Accounting policies
|
|
Basis of preparation of financial statements
|
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The following principal accounting policies have been applied:
The accounts have been drawn up on the going concern basis following the Directors' assessment of the company’s ability to trade for at least 12 months from the date these accounts have been approved. This decision has been made having taken into account the cash flow needs of the company, the level of ongoing research costs required and the likelihood of gaining external investment to cover these costs to continue the project.
The company expects that it will take 4-6 years to complete the Research and Development, register formulations and enter the market. In this time the company will be reliant on external investors to fund the project and achieve its objective.
The directors consider the external investment achieved at the point of approval of these financial statements to be sufficient to cover the committed costs for at least the next 12 months, but further investment will be required to meet the company's longer-term objectives. Thus the directors are planning on commencing Series A fundraise in the coming 12-18 months.
|
|
Foreign currency translation
|
Functional and presentation currency
The Company's functional and presentational currency is GBP.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items 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.
Page 3
|
SUGAROX LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
2.Accounting policies (continued)
All borrowing costs are recognised in the profit and loss account in the period in which they are incurred.
|
|
Operating leases: the Company as lessee
|
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
Interest income is recognised in profit or loss using the effective interest method.
Grant income has been recognised under the accrual model, where income is recognised on a systematic basis over the periods in which the entity recognises the related costs for which the grant is intended to compensate.
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 profit or loss 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.
Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.
Page 4
|
SUGAROX LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
2.Accounting policies (continued)
|
|
Current and deferred taxation
|
The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
Page 5
|
SUGAROX LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
2.Accounting policies (continued)
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
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:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a 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 profit or loss.
Short-term debtors are measured at transaction price, less any impairment.
|
|
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 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.
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.
|
|
Provisions for liabilities
|
Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
Increases in provisions are generally charged as an expense to profit or loss.
Page 6
|
SUGAROX LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
2.Accounting policies (continued)
The company only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other accounts receivable and payable, loans from banks and other third parties, loans to related parties and investments in non-puttable ordinary shares.
Financial assets are measured at cost and are assessed at the end of each reporting period for objective evidence of impairment. Where objective evidence of impairment is found, an impairment loss is recognised in the profit and loss account.
The impairment loss for financial assets measured at cost is measured as the difference between an asset's carrying amount and the best estimate, which is an approximation, of the amount that the company would receive for the asset if it were to be sold at the reporting date.
Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is an enforceable right to set off the recognised amount and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
|
|
Impairment of non-financial assets
|
At each reporting date non-financial assets not carried at fair value, like goodwill and plant, property and equipment, are reviewed to determine whether there is an indication that an asset may be impaired. If there is an indication of possible impairment, the recoverable amount of any asset or group of related assets (which is the higher of value in use and the fair value less cost to sell) is estimated and compared with its carrying amount. If the recoverable amount is lower, the carrying amount of the asset is reduced to its recoverable amount and an impairment loss is recognised immediately in the profit and loss account.
If an impairment loss is subsequently reversed, the carrying amount of the asset, or group of related assets, is increased to the revised estimate of its recoverable amount, but not to exceed the amount that would have been determined had no impairment loss been recognised for the asset, or group of related assets, in prior periods. A reversal of an impairment loss is recognised immediately in the profit and loss account..
Expenditure on research and development is written off against profits in the year in which it is incurred.
|
Critical accounting estimates and judgements
|
The Company makes estimates and assumptions concerning the future and judgements in applying the Company's accounting policies. The resulting accounting estimates will, by definition, seldom equal the actual results. There were no estimates or assumptions that have caused a significant risk of causing a material adjustment to the carrying value of assets and liabilities within the next financial year.
Share based payment
The fair value of the share options at the date of grant is determined using the Black-Scholes model. This model uses key assumptions including the risk-free rate, share price and volatility of the share price. The fair value of the options at the date of grant is then charged to the Statement of Comprehensive Income over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each Balance Sheet date so that ultimately the cumulative amount recognised over the vesting period is based on the number of options that eventually vest.
Page 7
|
SUGAROX LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
|
The average monthly number of employees, including directors, during the year was 6 (2023 - 7).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charge for the year on owned assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Called up share capital and share premium not paid
|
|
|
|
Prepayments and accrued income
|
|
|
|
|
|
|
|
|
|
|
|
The called up share capital and share premium not paid was in relation to ordinary shares issued on 20 March 2024. The balance has subsequently been paid in full.
|
Page 8
|
SUGAROX LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
|
Creditors: Amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other taxation and social security
|
|
|
|
Accruals and deferred income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charged to profit or loss
|
|
|
|
|
|
The deferred taxation balance is made up as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accelerated capital allowances
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16,784 (2023 - 13,956) Ordinary shares of £0.01 each
|
|
|
|
|
|
|
|
|
|
Allotted, called up and fully paid
|
|
|
|
|
|
|
|
|
|
16,665 (2023 - 13,956) Ordinary shares of £0.01 each
|
|
|
|
|
|
|
|
|
|
Allotted, called up and unpaid
|
|
|
|
|
|
|
|
|
|
119 (2023 - ) Ordinary shares of £0.01 each
|
|
|
During the year the Company alloted 2,808 (2023: 1,318) Ordinary shares of £0.01 each for a total consideration of £778,220 (2023: £355,860) of which £40,222 (2023: £nil) was unpaid at the year end.
Page 9
|
SUGAROX LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
|
|
|
The Company operates an EMI scheme for employees. The vesting conditions include the requirement for employees to remain in the employment of the Company. The options lapse on or before the 10th anniversary of the grant subject to the vesting conditions and exercising conditions.
Options are forfeited if the employee leaves the Company before the options vest.
In addition to the EMI options, the Company granted unapproved options to a Company. The unapproved options vested over a specific period and expire on the 7th anniversary of the grant subject to the vesting conditions and exercising conditions.
|
|
|
Weighted average exercise price (pence)
2024
|
|
Weighted average exercise price
(pence)
2023
|
|
|
|
|
|
|
|
|
Outstanding at the beginning of the year
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at the end of the year
|
|
|
|
|
|
For shares granted during the year:
|
|
Option pricing model used
|
|
|
|
Weighted average share price (pence)
|
|
|
|
Weighted average exercise price (pence)
|
|
|
|
Weighted average contractual life (days)
|
|
|
|
Weighted average expected volatility
|
|
|
|
Weighted average risk-free interest rate
|
|
|
|
At the year end, 510 options were exercisable with a weighted average exercise price of £232.24. No options were exercisable at the prior year end.
|
Page 10
|
SUGAROX LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
|
Related party transactions
|
|
During the year, Rothamsted Research Limited, a shareholder of the Company, provided consultancy work and recharged IP maintenance fees of £47,141 to the Company (2023: £35,686). At the year end, a balance of £nil was outstanding and is included in creditors due within one year (2023: £nil).
During the year, M Robbins, a director of the Company, provided consultancy services and recharged expenses through Cereja Life Sciences SL of £45,800 to the Company (2023: £46,014). At the year end, £7,500 was outstanding and is included in creditors due within one year (2023: £3,750).
During the year, M Peagram, a shareholder of the Company, provided consultancy services of £10,000 to the Company (2023: £10,000). There was no balance outstanding at the year end (2023: £nil).
During the year, Phosphonics Limited, a company of which shareholder V Eastwick-Field is a director, provided premises, lab equipment and services of £50,939 to the Company (2023: £950). At the year end, a balance of £10,004 was outstanding and is included in creditors due within one year (2023: £nil).
During the year, Lawes Agricultural Trust, a shareholder of the Company, provided office space and services of £11,666 to the Company (2023: £4,628). At the year end, a balance of £nil was outstanding (2023: £201).
During the year, Professor B G Davies, a shareholder of the Company, provided consultancy work through Eurocage Limited of £nil to the Company (2023: £5,001). At the year end, a balance of £nil was outstanding and is included in creditors due within one year (2023: £1,251).
During the year, Regenerate Ventures Limited, a company of which director Paul Rous is a shareholder with significant influence, was paid £6,943 in monitoring fees and reimbursed £2,000 of legal fees (2023: £nil). At the year end, a balance of £nil was outstanding (2023: £nil).
|
The auditors' report on the financial statements for the year ended 31 March 2024 was unqualified.
The audit report was signed on 7 August 2024 by Fiona Hawkins BSc (Hons) MSc FCA (Senior Statutory Auditor) on behalf of James Cowper Kreston Audit.
Page 11
|