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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

2024
2023
Note
£
£

Fixed assets
  

Tangible assets
 5 
4,518
4,816

Current assets
  

Debtors: amounts falling due within one year
 6 
251,947
154,723

Cash at bank and in hand
  
645,731
405,430

  
897,678
560,153

Creditors: amounts falling due within one year
 7 
(147,294)
(69,725)

Net current assets
  
 
 
750,384
 
 
490,428

Total assets less current liabilities
  
754,902
495,244

Provisions for liabilities
  

Deferred tax
  
-
(915)

  
 
 
-
 
 
(915)

Net assets
  
754,902
494,329


Capital and reserves
  

Called up share capital 
  
168
140

Share premium account
  
1,740,333
962,142

Share based payment reserve
 10 
157,313
-

Profit and loss account
  
(1,142,912)
(467,953)

  
754,902
494,329


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
Director

Date: 7 August 2024

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


Called up share capital
Share premium account
Share based payment reserve
Profit and loss account
Total equity

£
£
£
£
£

At 1 April 2023
140
962,142
-
(467,953)
494,329



Loss for the year
-
-
-
(674,959)
(674,959)

Shares issued during the year
28
778,191
-
-
778,219

Share based payment charge for the year
-
-
157,313
-
157,313


At 31 March 2024
168
1,740,333
157,313
(1,142,912)
754,902



STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2023


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£

At 1 April 2022
115
294,477
(187,408)
107,184



Loss for the year
-
-
(280,545)
(280,545)

Shares issued during the year
25
667,665
-
667,690


At 31 March 2023
140
962,142
(467,953)
494,329


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

1.


General information

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

 
2.1

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:

  
2.2

Going concern

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.

 
2.3

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)

  
2.4

Borrowing costs

All borrowing costs are recognised in the profit and loss account in the period in which they are incurred.

 
2.5

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.

 
2.6

Interest income

Interest income is recognised in profit or loss using the effective interest method.

  
2.7

Grant income

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.

 
2.8

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 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.

 
2.9

Share-based payments

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)

 
2.10

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)

 
2.11

Tangible fixed assets

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:

Furniture and fittings
-
33%
Computer equipment
-
33%
Website
-
33%

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.

 
2.12

Debtors

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

 
2.13

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.

 
2.14

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.

 
2.15

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)

 
2.16

Financial instruments

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.

  
2.17

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..

  
2.18

Research and development

Expenditure on research and development is written off against profits in the year in which it is incurred.


3.


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

4.


Employees

The average monthly number of employees, including directors, during the year was 6 (2023 - 7).


5.


Tangible fixed assets





Furniture and fittings
Computer equipment
Website
Total

£
£
£
£



Cost or valuation


At 1 April 2023
3,209
1,150
1,000
5,359


Additions
-
1,963
-
1,963



At 31 March 2024

3,209
3,113
1,000
7,322



Depreciation


At 1 April 2023
89
121
333
543


Charge for the year on owned assets
1,073
852
336
2,261



At 31 March 2024

1,162
973
669
2,804



Net book value



At 31 March 2024
2,047
2,140
331
4,518



At 31 March 2023
3,120
1,029
667
4,816


6.


Debtors

2024
2023
£
£


Other debtors
13,243
46,803

Called up share capital and share premium not paid
40,222
-

Prepayments and accrued income
198,482
107,920

251,947
154,723


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

7.


Creditors: Amounts falling due within one year

2024
2023
£
£

Trade creditors
63,064
32,168

Other taxation and social security
11,087
2,457

Accruals and deferred income
73,143
35,100

147,294
69,725



8.


Deferred taxation




2024


£






At beginning of year
(915)


Charged to profit or loss
915



At end of year
-

The deferred taxation balance is made up as follows:

2024
2023
£
£


Accelerated capital allowances
-
(915)

-
(915)


9.


Share capital

2024
2023
£
£
Authorised



16,784 (2023 - 13,956) Ordinary shares of £0.01 each
168
140

Allotted, called up and fully paid



16,665 (2023 - 13,956) Ordinary shares of £0.01 each
167
140

Allotted, called up and unpaid



119 (2023 - ) Ordinary shares of £0.01 each
1
-


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

10.


Share-based payments

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
Number
2024
Weighted average exercise price
(pence)
2023
Number
2023

Outstanding at the beginning of the year

23,224

1,240

-
 
-
 
Granted during the year

27,000

555

23,224
 
1,240
 
Outstanding at the end of the year
24,392

1,795

23,224
 
1,240
 

For shares granted during the year:

2024
2023

Option pricing model used


Black-Scholes

Black-Scholes
 
Weighted average share price (pence)


27,000

22,603
 
Weighted average exercise price (pence)


27,000

23,224
 
Weighted average contractual life (days)


3,650

3,138
 
Weighted average expected volatility


39.85%

45.30%
 
Weighted average risk-free interest rate


4.52%

2.70%
 

2024
2023
£
£


Equity-settled schemes
157,313
-

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

11.


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).


12.


Auditors' information

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