Registered number
08551010
BAOBAB CIRCLE LIMITED
UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
PAGES FOR FILING WITH REGISTRAR
BAOBAB CIRCLE LIMITED
CONTENTS
Page
Balance sheet 1 - 2
Notes to the financial statements 3 - 9
BAOBAB CIRCLE LIMITED
Balance Sheet
as at 30 June 2024
Company Registration No. 08551010
Notes 2024 2023
£ £
Fixed assets
Tangible assets 3 2,622 23,358
Investments 4 74,488 74,488
77,110 97,846
Current assets
Debtors 5 208,751 91,982
Cash at bank and in hand 483 3,349
209,234 95,331
Creditors: amounts falling due within one year 6 (218,758) (125,285)
Net current liabilities (9,524) (29,954)
Total assets less current liabilities 67,586 67,892
Creditors: amounts falling due after more than one year 7 (1,386,491) (1,108,645)
Provisions for liabilities 9 (75,001) -
Net liabilities (1,393,906) (1,040,753)
Capital and reserves
Called up share capital 8 26,327 26,327
Share premium 1,397,102 1,397,102
Profit and loss account (2,817,335) (2,464,182)
Shareholders' funds (1,393,906) (1,040,753)
The directors are satisfied that the company is entitled to exemption from the requirement to obtain an audit under section 477 of the Companies Act 2006 relating to small companies.
The members have not required the company to obtain an audit in accordance with section 476 of the Act.
The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
The financial statements have been prepared and delivered in accordance with the special provisions applicable to companies subject to the small companies' regime. The profit and loss account has not been delivered to the Registrar of Companies.
…………………………………..
Precious Lunga
Director
Approved by the board on 24.06.2025
BAOBAB CIRCLE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
1 Accounting policies
Basis of preparation
These financial statements have been prepared in accordance with FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" ("FRS 102") and the requirements of the Companies Act 2006 as applicable to the small companies regime. The disclosure requirements of section 1A have been applied other than where additional disclosure is required to show a true and fair view.

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

The financial statements have been prepared under the historical convention. The principal accounting policies adopted are set out below.
Going concern
The financial statements have been prepared on a going concern basis which assumes that the company will continue in operational existence for the foreseeable future.

The validity of this assumption depends on the company being able to trade profitably in the future and the continued support of the company's directors and shareholders. The financial statements do not include any adjustments that would result if the company continued to make losses and such support were withdrawn. If the company was unable to continue to trade, adjustments would have to be made to reduce the value of assets to their recoverable amounts, provide for further liabilities that may arise and to reclassify fixed assets and long term liabilities as current assets and liabilities. The shareholders and directors have expressed their willingness to continue supporting the company for the foreseeable future and hence it is appropriate for the financial statements to be prepared on a going concern basis.
Turnover
Turnover is measured at the fair value of the consideration received or receivable, net of discounts and value added taxes. Turnover includes revenue earned from the sale of goods and from the rendering of services. Turnover from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have transferred to the buyer. Turnover from the rendering of services is recognised by reference to the stage of completion of the contract. The stage of completion of a contract is measured by comparing the costs incurred for work performed to date to the total estimated contract costs.
Tangible fixed assets
Tangible fixed assets are measured at cost less accumulative depreciation and any accumulative impairment losses. Depreciation is provided on all tangible fixed assets, other than freehold land, at rates calculated to write off the cost, less estimated residual value, of each asset evenly over its expected useful life, as follows:
Fixtures, fittings and equipment 33.33% straight line
The directors have decided to change the depreciation policy from 20% reducing balance to 33.33% straight line.
Fixed asset Investments
Interest in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit and loss.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest where the company has significant influence. The company considers that it has significant influence where it has the power to participate the financial and operating decisions of the associate.
Stocks
Stocks are measured at the lower of cost and estimated selling price less costs to complete and sell. Cost include all costs incurred in bringing the stocks to their present location and condition. The carrying amount of stock sold is recognised as an expense in the period in which the related revenue is recognised.

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

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

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective of impairments found, an impairment loss is recognised in profit and loss accounts.

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 amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transactions costs, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Such assets are subsequently carried amortised cost using effective interest method, less any impairment.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from third parties and loans from related parties, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Such instruments are subsequently carried at amortised cost using effective interest method. Financial liabilities classified as payable within one year are not amortised.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with financial institutions, and other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The current tax payable is based on taxable profit for the year. Taxable profit differs from net profit reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future profits. Such assets and liabilities are not recognised if the timing differences arises from goodwill or from the initial recognition of the assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the assets is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities relate to taxes levied by the same tax authority.
Foreign currency translation
Transactions in foreign currencies are initially recognised at the rate of exchange ruling at the date of the transaction. At the end of each reporting period foreign currency monetary items are translated at the closing rate of exchange. Non-monetary items that are measured at historical cost are translated at the rate ruling at the date of the transaction. All differences are charged to profit or loss.
Retirement benefits
Contributions to defined contribution plans are expensed in the period to which they relate.
2 Employees 2024 2023
Number Number
Average number of persons employed by the company 3 3
3 Tangible fixed assets
Fixtures, fittings and equipment
£
Cost
At 1 July 2023 50,682
Disposals (44,278)
At 30 June 2024 6,404
Depreciation
At 1 July 2023 27,324
Charge for the year 5,185
On disposals (28,727)
At 30 June 2024 3,782
Net book value
At 30 June 2024 2,622
At 30 June 2023 23,358
4 Investments
Other
investments
£
Cost
At 1 July 2023 74,488
At 30 June 2024 74,488
This represents 94% shareholding in Baobab Circle Kenya Ltd.
5 Debtors 2024 2023
£ £
Trade debtors - 1,640
Amounts owed by group undertakings and undertakings in which the company has a participating interest 180,994 69,447
Other taxes and social security 18,502 14,554
Corporation tax recoverable 6,341 6,341
Other debtors 2,914 -
208,751 91,982
6 Creditors: amounts falling due within one year 2024 2023
£ £
Bank loans and overdrafts 6,000 6,104
Trade creditors 98,175 114,761
Other taxes and social security costs - 75
Other creditors 114,583 4,345
218,758 125,285
7 Creditors: amounts falling due after one year 2024 2023
£ £
Loans 8,000 13,416
Other creditors 1,378,491 1,095,229
1,386,491 1,108,645
At the reporting date, the directors of the company have decided to reclassify the director loan, shareholder loan, and advance subscription as long-term liabilities. As a result of this, comparative figures have also been classified as long-term liabilities.

Included in other creditors is an amount of £592,025 (2023: £452,878) due to the directors of the company.

Included in other creditors is an amount of £99,021 (2023: £99,021) due to the shareholders of the company.

Included in other creditors is an amount of £687,445 (2023: 543,329) received under the Advanced Subscription Agreement (ASA), which will be converted into shares when a qualifying funding round is reached.
8 Called up share capital 2024 2023
£ £
Ordinary share capital
Issued and fully paid
11,420,634 Ordinary shares of £0.002 each 22,841 22,841
1,742,891 Preferred shares of £0.002 each 3,486 3,486
26,327 26,327
9 Provisions for liabilities
During the year the company has received a letter from HMRC rejecting a previously submitted Research and Development (R&D) tax credit claim for the period ended 30th June 2022. The company has appointed a professional firm specialised in R&D, and they are currently dealing with HMRC in this matter. There is a possibility that the case might go to the Tribunal. At the date of approval of these financial statements, it is not certain if any repayment will be required; however, if the appeal is unsuccessful, then the company may be required to repay the R&D tax credit amount of £75,001. Consequently, a provision for liability has been recognised in these financial statements due to the uncertain outcome.
10 Other information
Baobab Circle Limited is a private company limited by shares and incorporated in England and Wales. The registered office is: Tintagel House, 9th Floor, 92 Albert Embankment, London, SE1 7TY.
BAOBAB CIRCLE LIMITED 08551010 false 2023-07-01 2024-06-30 2024-06-30 VT Final Accounts April 2025 Precious Lunga No description of principal activity 08551010 2022-07-01 2023-06-30 08551010 core:WithinOneYear 2023-06-30 08551010 core:AfterOneYear 2023-06-30 08551010 core:ShareCapital 2023-06-30 08551010 core:SharePremium 2023-06-30 08551010 core:RetainedEarningsAccumulatedLosses 2023-06-30 08551010 2023-07-01 2024-06-30 08551010 bus:PrivateLimitedCompanyLtd 2023-07-01 2024-06-30 08551010 bus:AuditExemptWithAccountantsReport 2023-07-01 2024-06-30 08551010 bus:Director40 2023-07-01 2024-06-30 08551010 1 2023-07-01 2024-06-30 08551010 2 2023-07-01 2024-06-30 08551010 core:PlantMachinery 2023-07-01 2024-06-30 08551010 countries:England 2023-07-01 2024-06-30 08551010 bus:FRS102 2023-07-01 2024-06-30 08551010 bus:FilletedAccounts 2023-07-01 2024-06-30 08551010 2024-06-30 08551010 core:WithinOneYear 2024-06-30 08551010 core:AfterOneYear 2024-06-30 08551010 core:ShareCapital 2024-06-30 08551010 core:SharePremium 2024-06-30 08551010 core:RetainedEarningsAccumulatedLosses 2024-06-30 08551010 core:PlantMachinery 2024-06-30 08551010 2023-06-30 08551010 core:PlantMachinery 2023-06-30 iso4217:GBP xbrli:pure