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Registered number: 11243462
SUGAROX LIMITED
FINANCIAL STATEMENTS
INFORMATION FOR FILING WITH THE REGISTRAR
FOR THE YEAR ENDED 31 MARCH 2025
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SUGAROX LIMITED
REGISTERED NUMBER: 11243462
BALANCE SHEET
AS AT 31 MARCH 2025
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Share-based payment reserve
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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 on 8 August 2025.
The notes on pages 2 to 10 form part of these financial statements.
Page 1
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SUGAROX LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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
2.Accounting policies
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Basis of preparation of financial statements
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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 financial statements are presented in Sterling, which is the functional currency of the company.
The level of rounding applied to figures presented throughout the financial statements is to the nearest pound.
The following principal accounting policies have been applied:
During the year ended 31 March 2025, the Company made a loss of £436,897 (2024: £537,427) and had net assets as at 31 March 2025 of £900,503 (2024: £754,902), including cash of £455,374 (2024: £645,731).
Notwithstanding these results for the year, during this stage of its lifecycle the Company is likely to remain in a net cash outflow position until such time as field trials have generated the positive results the Directors anticipate which will lead to full commercialisation of the Company’s developments.
During the year ended 31 March 2025, the Company allotted 1,655 Ordinary shares for total consideration of £559,633. Subsequent to the year-end, the Company allotted a further 1,184 Ordinary shares for total consideration of £400,192. These funds are being used to continue the progression of existing research and development projects.
The Directors recognise that further investment will be required to successfully complete the programme of research and development and enter products into full commercialisation. Subsequent to the year-end, the Directors have commenced further equity fundraise procedures which is targeted to be completed within 12 months from approval of these financial statements.
The Directors have prepared budgets for a period of at least 12 months from approval of these financial statements. These budgets are primarily focussed on existing research and development projects, and include incoming resources associated with the £400,192 equity fundraise subsequent to the year-end and grant monies from existing agreements. The Directors have assessed the extent to which the Company can maintain positive cash flows and have identified certain discretionary spend that can be saved to extend the Company’s cash runway. The Directors consider the budgets to be achievable and with the discretionary cost savings that could be made, if required, have assessed that the Company’s cash flows remain positive through to September 2026 without the need for further equity fundraises in the period of 12 months from approval of these financial statements. Therefore, the Directors continue to prepare the financial statements on the going concern basis.
Page 2
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SUGAROX LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
2.Accounting policies (continued)
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Foreign currency translation
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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.
All borrowing costs are recognised in the profit and loss account in the period in which they are incurred.
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Operating leases: the Company as lessee
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Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.
Grants of a revenue nature are recognised in the Statement of Comprehensive Income in the same period as the related expenditure.
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.
Page 3
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SUGAROX LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
2.Accounting policies (continued)
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.
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 is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
Page 4
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SUGAROX LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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.
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Cash and cash equivalents
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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.
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Impairment of non-financial assets
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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..
Page 5
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SUGAROX LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
2.Accounting policies (continued)
Expenditure on research and development is written off against profits in the year in which it is incurred.
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Critical accounting estimates and judgements
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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.
The following estimates have had the most significant effect on the amounts recognised in the financial statements.
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.
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The average monthly number of employees, including directors, during the year was 7 (2024 - 6).
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Page 6
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SUGAROX LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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Charge for the year on owned assets
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Called up share capital and share premium not paid
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Prepayments and accrued income
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Page 7
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SUGAROX LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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Creditors: Amounts falling due within one year
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Other taxation and social security
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Accruals and deferred income
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18,439 (2024 - 16,784) Ordinary shares of £0.01 each
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Allotted, called up and fully paid
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18,439 (2024 - 16,665) Ordinary shares of £0.01 each
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Allotted, called up and unpaid
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Nil (2024 - 119) Ordinary shares of £0.01 each
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During the year the Company alloted 1,655 (2024: 2,808) Ordinary shares of £0.01 each for a total consideration of £559,633 (2024: £778,220) of which £nil (2024: £40,222) was unpaid at the year end.
Page 8
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SUGAROX LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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The Company operates an EMI scheme and unapproved 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, which relate to the Company achieving an Exit Event or alternative criteria.
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,which relate to the Company achieving an Exit Event or alternative criteria.
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Weighted average exercise price (pence)
2025
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Weighted average exercise price
(pence)
2024
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Outstanding at the beginning of the year
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Outstanding at the end of the year
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Option pricing model used
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Weighted average share price (pence)
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Weighted average exercise price (pence)
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Weighted average contractual life (days)
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Weighted average expected volatility
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Weighted average risk-free interest rate
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At the year end, 517 options were exercisable with a weighted average exercise price of £300.18 (2024: 510 options were exercisable with a weighted average exercise price of £232.24).
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Page 9
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SUGAROX LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
During the preparation of the financial statements, the Directors have identified that the share based payment charge during the year ended 31 March 2024 was overstated by £137,532. This error has been corrected as a prior year adjustment. This has resulted in the prior year comparatives for the year ended 31 March 2024 being restated to show a reduction in the share-based payment reserve of £137,532 and a reduction in administrative expenses of £137,532.
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Related party transactions
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During the year, M Robbins, a director of the Company, provided consultancy services and recharged expenses through Cereja Life Sciences SL of £47,600 to the Company (2024: £45,800). At the year end, £4,100 was outstanding and is included in creditors due within one year (2024: £7,500).
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There is no one ultimate controlling party.
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Post balance sheet events
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Subsequent to the year-end, the Company allotted 1,184 Ordinary shares for total consideration of £400,192.
The auditor's report on the financial statements for the year ended 31 March 2025 was unqualified.
The audit report was signed on 8 August 2025 by Samuel Britton FCCA (Senior Statutory Auditor) on behalf of James Cowper Kreston Audit.
Page 10
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