Caseware UK (AP4) 2024.0.164 2024.0.164 2024-12-312024-12-3187No description of principal activityfalsefalsetruefalse2024-01-0174 11614863 2024-01-01 2024-12-31 11614863 2023-01-01 2023-12-31 11614863 2024-12-31 11614863 2023-12-31 11614863 2023-01-01 11614863 1 2024-01-01 2024-12-31 11614863 1 2023-01-01 2023-12-31 11614863 5 2024-01-01 2024-12-31 11614863 5 2023-01-01 2023-12-31 11614863 6 2024-01-01 2024-12-31 11614863 6 2023-01-01 2023-12-31 11614863 d:Director1 2024-01-01 2024-12-31 11614863 d:Director2 2024-01-01 2024-12-31 11614863 d:Director3 2024-01-01 2024-12-31 11614863 d:Director4 2024-01-01 2024-12-31 11614863 d:Director5 2024-01-01 2024-12-31 11614863 d:RegisteredOffice 2024-01-01 2024-12-31 11614863 e:Buildings e:ShortLeaseholdAssets 2024-01-01 2024-12-31 11614863 e:Buildings e:ShortLeaseholdAssets 2024-12-31 11614863 e:Buildings e:ShortLeaseholdAssets 2023-12-31 11614863 e:PlantMachinery 2024-01-01 2024-12-31 11614863 e:PlantMachinery 2024-12-31 11614863 e:PlantMachinery 2023-12-31 11614863 e:PlantMachinery e:OwnedOrFreeholdAssets 2024-01-01 2024-12-31 11614863 e:OfficeEquipment 2024-01-01 2024-12-31 11614863 e:OfficeEquipment 2024-12-31 11614863 e:OfficeEquipment 2023-12-31 11614863 e:OfficeEquipment e:OwnedOrFreeholdAssets 2024-01-01 2024-12-31 11614863 e:ComputerEquipment 2024-01-01 2024-12-31 11614863 e:OtherPropertyPlantEquipment 2024-01-01 2024-12-31 11614863 e:OtherPropertyPlantEquipment 2024-12-31 11614863 e:OtherPropertyPlantEquipment 2023-12-31 11614863 e:OtherPropertyPlantEquipment e:OwnedOrFreeholdAssets 2024-01-01 2024-12-31 11614863 e:OwnedOrFreeholdAssets 2024-01-01 2024-12-31 11614863 e:ComputerSoftware 2024-12-31 11614863 e:ComputerSoftware 2023-12-31 11614863 e:OtherResidualIntangibleAssets 2024-01-01 2024-12-31 11614863 e:CurrentFinancialInstruments 2024-12-31 11614863 e:CurrentFinancialInstruments 2023-12-31 11614863 e:Non-currentFinancialInstruments 2024-12-31 11614863 e:Non-currentFinancialInstruments 2023-12-31 11614863 e:CurrentFinancialInstruments e:WithinOneYear 2024-12-31 11614863 e:CurrentFinancialInstruments e:WithinOneYear 2023-12-31 11614863 e:Non-currentFinancialInstruments e:AfterOneYear 2024-12-31 11614863 e:Non-currentFinancialInstruments e:AfterOneYear 2023-12-31 11614863 e:ReportableOperatingSegment1 2024-01-01 2024-12-31 11614863 e:ReportableOperatingSegment1 2023-01-01 2023-12-31 11614863 e:ReportableOperatingSegment2 2024-01-01 2024-12-31 11614863 e:ReportableOperatingSegment2 2023-01-01 2023-12-31 11614863 f:UnitedKingdom 2024-01-01 2024-12-31 11614863 f:UnitedKingdom 2023-01-01 2023-12-31 11614863 e:UKTax 2024-01-01 2024-12-31 11614863 e:UKTax 2023-01-01 2023-12-31 11614863 e:ShareCapital 2024-12-31 11614863 e:ShareCapital 2023-12-31 11614863 e:SharePremium 2024-12-31 11614863 e:SharePremium 2023-12-31 11614863 e:RetainedEarningsAccumulatedLosses 2024-01-01 2024-12-31 11614863 e:RetainedEarningsAccumulatedLosses 2024-12-31 11614863 e:RetainedEarningsAccumulatedLosses 2023-01-01 2023-12-31 11614863 e:RetainedEarningsAccumulatedLosses 2023-12-31 11614863 e:RetainedEarningsAccumulatedLosses 2023-01-01 11614863 d:FRS102 2024-01-01 2024-12-31 11614863 d:Audited 2024-01-01 2024-12-31 11614863 d:FullAccounts 2024-01-01 2024-12-31 11614863 d:PrivateLimitedCompanyLtd 2024-01-01 2024-12-31 11614863 e:WithinOneYear 2024-12-31 11614863 e:WithinOneYear 2023-12-31 11614863 e:BetweenOneFiveYears 2024-12-31 11614863 e:BetweenOneFiveYears 2023-12-31 11614863 e:ComputerSoftware e:ExternallyAcquiredIntangibleAssets 2024-01-01 2024-12-31 11614863 e:ComputerSoftware e:OwnedIntangibleAssets 2024-01-01 2024-12-31 11614863 g:PoundSterling 2024-01-01 2024-12-31 iso4217:GBP xbrli:pure

Registered number: 11614863









BIOCRUCIBLE LTD









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

 
BIOCRUCIBLE LTD
 
 
COMPANY INFORMATION


Directors
Dr Niall Armes 
Mark Gladwell 
Namal Nawana 
Anuv Ratan 
Ali Satvat 




Registered number
11614863



Registered office
The Emmanuel Building Suite 2
Chesterford Research Campus

Little Chesterford

Saffron Walden

Essex

CB10 1XL




Independent auditors
Lakin Rose Limited
Chartered Accountants & Statutory Auditors

Cambridge House

Camboro Business Park

Girton

Cambridge

CB3 0QH





 
BIOCRUCIBLE LTD
 

CONTENTS



Page
Strategic report
 
1 - 3
Directors' report
 
4 - 5
Independent auditors' report
 
6 - 9
Statement of income and retained earnings
 
10
Balance sheet
 
11
Statement of cash flows
 
12
Analysis of net debt
 
13
Notes to the financial statements
 
14 - 26


 
BIOCRUCIBLE LTD
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

Introduction
 
The directors present their report and the financial statements for the year ended 31 December 2024.
Principal Activities 
The principal activities of the company and group were focused on the development of its home pregnancy tests and novel molecular diagnostic technology for use in the Point of Care and Over-the-Counter channels within the women’s health, global respiratory and infectious disease markets.

Business review
 
The company continues to focus its investments on the research and development of healthcare diagnostic devices for the use in focus areas such as women’s health, respiratory and infectious disease detection. These efforts are being conducted in close collaboration with key global strategic partners and government agencies through the funding and development of these key projects to ensure alignment with evolving market needs within key geographies. 
In 2024, the company made considerable progress in the development of our pregnancy tests and molecular multiplex platform technology. For our pregnancy tests, the company further progressed towards the completion of the design and V&V phases for both the digital and visual pregnancy products including achieving the ability to transfer data to both mobile and web-based applications. Given this progress in 2024, the company believes it will be able to launch clinical trials for both digital and visual pregnancy tests in 2025. For our molecular multiplex platform technology, the company was able to successfully develop a prototype with the creation of multiplex assays that include COVID-19, Flu A and Flu B. With this significant milestone in the development of our molecular technology, the company believes it is now able to progress the product to the final design and V&V stages in 2025. 

Principal risks and uncertainties
 
The directors consider that the following are the principal risks and uncertainties which the company faces:
Credit risks
The company policies are aimed at minimising financial losses related to obligations from other third parties and require that deferred terms are only granted to customers/third parties who demonstrate an appropriate payment history and satisfy credit worthiness procedures. 
Competitive risks
The company operates in a competitive environment in which other companies in the healthcare medical device space may develop and market products more successfully. However, there has been continued investment in the company's research and development and manufacturing capabilities in order for the company to maintain its competitive technology platforms against competition.
Employment risk
The company's technology is diverse, and the company's success will depend on its ability to attract and retain staff with relevant experience in a discipline. The company actively monitors its compensation strategy and market data to ensure its position competitively with comparable companies in industry and geography.
Foreign exchange risk
The directors acknowledge that there exists a foreign exchange risk at a local entity level. Foreign exchange risk for the Sapphiros group is managed by Sapphiros parent entities.
 
Page 1

 
BIOCRUCIBLE LTD
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

Supply chain and manufacturing risk
While the Company is exposed to risks arising from global supply chain disruptions, the Company attempts to mitigate these risks through supplier diversification. To reduce dependency and enhance supply security, efforts are ongoing to diversify the supplier base and to expand internal capabilities.
Intellectual property protection and competition risk
The Company continues to invest in building and protecting our intellectual property (IP) portfolio, which consists of patents, trademarks, trade secrets and copyright. This portfolio is a critical asset that underpins the Company's competitive advantage and long-term value.
As part of its IP strategy, the Company is prepared to enforce its rights against infringement by competitors or new market entrants. However, IP enforcement and litigation can be costly and time-consuming, and there is no guarantee of a successful outcome. As such, the risk of IP disputes remains a material consideration for the Company.
Liquidity risk
The solvency and liquidity of the company are ensured by the cash availability from Sapphiros group's treasury.

Financial key performance indicators
 
The directors monitor a range of key performance indicators (KPls) on a regular basis to manage the underlying trading businesses and enable operational management to react to new growth opportunities. As the company’s current year’s turnover is primarily related to labour recharges from related parties within the KKR Sapphiros LP group, the company’s critical financial metrics monitored by the directors are research and development and administrative expenditures.
 
Research and development expenditure increased by 7% for the period ending in 2024 versus the same period ending for 2023. In 2024, the company continued to invest in research and development activities to further the development of our digital and visual pregnancy test and our molecular multiplex platform technology. The main drivers for this increase in R&D expenditure were due to the increase in employee related costs as headcount increased from 48 in 2023 to 57 in 2024 and increases in other costs such as lab consumables and clinical samples to support number of key projects during the year. 
Administrative expenditures increased by 50% for the period ending 2024 versus the same period ending for 2023. In 2024, the company invested in key administrative activities such filing new patents, expansion in office space and employee related costs to support the expansion of R&D projects. The main drivers for the increase in administrative costs year over year were due to the increase in employee related costs as headcount increased from 26 in 2023 to 30 in 2024, expansion of office space to support infrastructure growth and foreign exchange impact related to the revaluation of amounts owed to group undertakings which are held in USD.
The directors regard continued investment in these areas as a prerequisite for continued success in the medium-to-long-term future.
The directors are satisfied with the results for the period and are confident that future developments will generate satisfactory results and that future growth is expected in the business, due to innovative technologies and new product releases.

 
Page 2

 
BIOCRUCIBLE LTD
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024


This report was approved by the board on 23 December 2025 and signed on its behalf.



Mark Gladwell
Director

Page 3

 
BIOCRUCIBLE LTD
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

The directors present their report and the financial statements for the year ended 31 December 2024.

Directors' responsibilities statement

The directors are responsible for preparing the strategic report, the directors' report and the financial statements in accordance with applicable law and regulations.
 
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the Company's financial statements and then apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The loss for the year, after taxation, amounted to £8,609,304 (2023 - loss £5,083,636).



Directors

The directors who served during the year were:

Dr Niall Armes 
Mark Gladwell 
Namal Nawana 
Anuv Ratan 
Ali Satvat 

Disclosure of information to auditors

Each of the persons who are directors at the time when this directors' report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Page 4

 
BIOCRUCIBLE LTD
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

Auditors

The auditorsLakin Rose Limitedwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 23 December 2025 and signed on its behalf.
 





Mark Gladwell
Director

Page 5

 
BIOCRUCIBLE LTD
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BIOCRUCIBLE LTD
 

Opinion


We have audited the financial statements of Biocrucible Ltd (the 'Company') for the year ended 31 December 2024, which comprise the statement of income and retained earnings, the analysis of net debt, the balance sheet, the statement of cash flows and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Company's affairs as at 31 December 2024 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 Auditors' 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 United Kingdom, including the Financial Reporting Council's Ethical Standard 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 directors' 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 financial statements are authorised for issue.


Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.


Page 6

 
BIOCRUCIBLE LTD
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BIOCRUCIBLE LTD (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our auditors' report thereon. The directors are responsible for the other information contained within the Annual ReportOur opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Opinion on other matters prescribed by the Companies Act 2006
 

In our opinion, based on the work undertaken in the course of the audit:


the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the directors' responsibilities statement set out on page 4, the directors are 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 directors 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 directors are 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.


Page 7

 
BIOCRUCIBLE LTD
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BIOCRUCIBLE LTD (CONTINUED)


Auditors' 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 auditors' 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.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Extent to which the audit was considered capable of detecting irregularities, including fraud
We identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and then design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion.
Identifying and assessing potential risks related to irregularities
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following:                                                                        
•      the nature of the industry and sector, control environment and business performance including the design of the company’s remuneration policies, key drivers for management remuneration, bonus levels and performance targets;
• results of our enquiries of management about their own identification and assessment of the risks of irregularities;
• any matters we identified having obtained and reviewed the company’s documentation of their policies  and procedures relating to: 
            - identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of noncompliance; 
            - detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud; 
          - the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations;
• the matters discussed among the audit engagement team and involving relevant internal specialists regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.
As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in relation to revenue recognition. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override.
We also obtained an understanding of the legal and regulatory frameworks that the company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the UK Companies Act and UK tax legislation.
In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the company’s ability to operate or to avoid a material penalty. We identified no such laws and regulations applicable to the company.
 
Page 8

 
BIOCRUCIBLE LTD
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BIOCRUCIBLE LTD (CONTINUED)


Audit response to risks identified
As a result of performing the above, we identified revenue recognition as a key audit risk related to the potential risk of fraud. Our procedures to respond to risks identified included the following:
• reviewing the financial statement disclosures and testing to supporting documentation to assess  compliance with provisions of relevant laws and regulations described as having a direct effect on the  financial statements;
• enquiring of management concerning actual and potential litigation and claims;
• performing analytical procedures to identify any unusual or unexpected relationships that may indicate  risks of material misstatement due to fraud;
• reading minutes of meetings of those charged with governance;
• obtained an understanding of provisions and held discussions with management to understand the basis of recognition or non-recognition of provisions; and
• in addressing the risk of fraud through management override of controls, testing the appropriateness of  journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business. 
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members including internal specialists, and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors' report.
 
Use of our report
 

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 2006Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditors' 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.





Christopher Dougherty (senior statutory auditor)
  
for and on behalf of
Lakin Rose Limited
 
Chartered Accountants
Statutory Auditors
  
Cambridge House
Camboro Business Park
Girton
Cambridge
CB3 0QH

23 December 2025
Page 9

 
BIOCRUCIBLE LTD
 
 
STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED 31 DECEMBER 2024

2024
2023
Note
£
£

  

Turnover
 4 
923,059
199,034

Gross profit
  
923,059
199,034

Research and development expenses
  
(6,932,412)
(6,504,917)

Administrative expenses
  
(7,323,978)
(4,892,036)

Other operating income
 5 
5,053,804
6,293,608

Operating loss
  
(8,279,527)
(4,904,311)

Interest receivable and similar income
 9 
2,264
1,213

Loss before tax
  
(8,277,263)
(4,903,098)

Tax on loss
 10 
(332,041)
(180,538)

Loss after tax
  
(8,609,304)
(5,083,636)

  

  

Retained earnings at the beginning of the year
  
(16,219,389)
(11,135,753)

Loss for the year
  
(8,609,304)
(5,083,636)

Retained earnings at the end of the year
  
(24,828,693)
(16,219,389)
The notes on pages 14 to 26 form part of these financial statements.

Page 10

 
BIOCRUCIBLE LTD
REGISTERED NUMBER: 11614863

BALANCE SHEET
AS AT 31 DECEMBER 2024

2024
2023
Note
£
£

Fixed assets
  

Intangible assets
 11 
39,000
-

Tangible assets
 12 
1,980,255
2,086,659

  
2,019,255
2,086,659

Current assets
  

Stocks
  
40,074
36,333

Debtors: amounts falling due after more than one year
 13 
-
991,837

Debtors: amounts falling due within one year
 13 
4,681,277
3,576,319

Cash at bank and in hand
  
91,865
1,120,905

  
4,813,216
5,725,394

Creditors: amounts falling due within one year
 14 
(2,967,404)
(6,143,317)

Net current assets/(liabilities)
  
 
 
1,845,812
 
 
(417,923)

Total assets less current liabilities
  
3,865,067
1,668,736

Creditors: amounts falling due after more than one year
 15 
(28,593,604)
(17,787,969)

  

Net liabilities
  
(24,728,537)
(16,119,233)


Capital and reserves
  

Called up share capital 
  
160
160

Share premium account
  
99,996
99,996

Profit and loss account
  
(24,828,693)
(16,219,389)

  
(24,728,537)
(16,119,233)


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 23 December 2025.




Mark Gladwell
Director

The notes on pages 14 to 26 form part of these financial statements.

Page 11

 
BIOCRUCIBLE LTD
 

STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024

2024
2023
£
£

Cash flows from operating activities

Loss for the financial year
(8,609,304)
(5,083,636)

Adjustments for:

Amortisation of intangible assets
7,706
-

Depreciation of tangible assets
875,271
672,028

Loss on disposal of tangible assets
6,601
3,739

Interest received
(2,264)
(1,213)

Taxation charge
332,041
180,538

(Increase)/decrease in stocks
(3,741)
70,988

Decrease in debtors
417,602
301,985

Decrease/(increase) in amounts owed by groups
17,993
(1,789,874)

(Decrease)/increase in creditors
(3,112,006)
3,406,237

Increase in amounts owed to groups
10,741,728
4,941,793

Corporation tax received
252,822
110,079

Research and Development Expenditure Credit
(1,133,579)
(767,576)

Net cash generated from operating activities

(209,130)
2,045,088


Cash flows from investing activities

Purchase of intangible fixed assets
(46,706)
-

Purchase of tangible fixed assets
(775,968)
(1,005,555)

Sale of tangible fixed assets
500
4,649

Interest received
2,264
1,213

Net cash from investing activities

(819,910)
(999,693)


Net (decrease)/increase in cash and cash equivalents
(1,029,040)
1,045,395

Cash and cash equivalents at beginning of year
1,120,905
75,510

Cash and cash equivalents at the end of year
91,865
1,120,905


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
91,865
1,120,905

91,865
1,120,905


Page 12

 
BIOCRUCIBLE LTD
 

ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 DECEMBER 2024




At 1 January 2024
Cash flows
At 31 December 2024
£

£

£

Cash at bank and in hand

1,120,905

(1,029,040)

91,865


1,120,905
(1,029,040)
91,865

The notes on pages 14 to 26 form part of these financial statements.

Page 13

 
BIOCRUCIBLE LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

1.


General information

The company is a private company limited by shares and is incorporated in England and Wales. The address of the registered office is The Emmanuel Building Suite 2, Chesterford Research Campus, Little Chesterford, Saffron Walden, Essex, CB10 1XL.

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 Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the requirements and 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 financial statements have been prepared on the going concern basis which assumes that the company will continue as a going concern for the foreseeable future. The parent company of the  group (“the parent company”) continues to financially support the company. 
The company will continue to develop diagnostic products for commercial sale in the field of women’s health, respiratory and infectious disease detection for the near term which has been the primary use of the company’s funds to date. The company has sufficient resources to complete development and initial preparation for clinical activities for these products. 
The parent company is at advanced stages in securing additional funds from new distribution partners and government agencies and has already received significant funds in 2025. Remaining diligence discussions have progressed to an advanced stage and financing is expected to be finalised by quarter two of 2026. This will ensure that the company can continue to trade for at least the next twelve months. 
The parent company plans to seek additional funding through private equity offerings, collaboration agreements, strategic alliances and licensing agreements. However, the parent company may not be able to obtain financing on acceptable terms, or at all, and may not be able to enter into strategic alliances or other arrangements on favourable terms, or at all. The terms of any financing may adversely affect the holdings or the rights to existing members of the parent company .
 
If the parent company is unable to obtain financing or funding, it could be required to delay, reduce, or eliminate research and development programmes, product portfolio expansion or future commercialisation efforts in the field of women’s health respiratory and infectious disease detection, which would significantly reduce the required cash needed to continue as a going concern in the ordinary course of business.
The directors of the parent company do not believe there is a material uncertainty regarding the parent company’s ability to secure sufficient financing or funding, therefore the directors of the company consider it is appropriate that the financial statements should be prepared on a going concern basis.

Page 14

 
BIOCRUCIBLE LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
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.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the statement of income and retained earnings within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

Page 15

 
BIOCRUCIBLE LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
the Company has transferred the significant risks and rewards of ownership to the buyer;
the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of revenue can be measured reliably;
it is probable that the Company will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the Company will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

 
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.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.6

Grants

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 income and retained earnings in the same period as the related expenditure.

Page 16

 
BIOCRUCIBLE LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.7

Research and development

Research and development expenditure is written off to the statement of comprehensive income in the period in which it is incurred.

 
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

Taxation

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;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Company can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

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 17

 
BIOCRUCIBLE LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.10

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 The estimated useful lives range as follows:

Software
-
3
years

 
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:

Short-term leasehold property
-
3 - 5 years in accordance with lease
Office equipment
-
20% straight line
Computer equipment
-
33% straight line
Other fixed assets
-
25% straight line

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

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is 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.

Page 18

 
BIOCRUCIBLE LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.13

Financial instruments

The company only enters into basic financial instrument transactions that result in the recognition of final assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.

 
2.14

Financial liabilities

Financial liabilities and equity are classified according to the substance of the financial instrument's contractual obligations, rather than the financial instrument's legal form.
Financial liabilities within the scope of Section 12 of FRS 102 are initially classified as financial liabilities at fair value through profit or loss, loans and borrowings, or as derivatives designated as hedging instruments in an effective hedge, as appropriate.
The company determines the classification of its financial liabilities at initial recognition. All financial liabilities are recognised initially at fair value and in the case of loans and borrowings, plus directly attributable transaction costs.


3.


Judgements in applying accounting policies and key sources of estimation uncertainty

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. None of the estimates or judgements applicable to the Company are deemed significant in nature. 


4.


Turnover

An analysis of turnover by class of business is as follows:


2024
2023
£
£

Rent receivable
19,559
56,116

Sales - Recharges
903,500
142,918

923,059
199,034


Analysis of turnover by country of destination:

2024
2023
£
£

United Kingdom
923,059
199,034

923,059
199,034


Page 19

 
BIOCRUCIBLE LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

5.


Other operating income

2024
2023
£
£

Research and Development Expenditure Credit
1,133,579
767,576

Grants receivable
3,920,225
5,526,032

5,053,804
6,293,608



6.


Auditors' remuneration

During the year, the Company obtained the following services from the Company's auditors:


2024
2023
£
£

Fees payable to the Company's auditors for the audit of the Company's financial statements
12,000
12,000

Fees payable to the Company's auditors in respect of:

Taxation compliance services
4,000
3,850

All non-audit services not included above
12,477
15,838


7.


Employees

Staff costs, including directors' remuneration, were as follows:


2024
2023
£
£

Wages and salaries
5,047,889
4,079,963

Social security costs
641,459
407,774

Cost of defined contribution pension scheme
236,482
188,320

5,925,830
4,676,057


The average monthly number of employees, including directors, during the year was 87 (2023 - 74).

Page 20

 
BIOCRUCIBLE LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

8.


Directors' remuneration

2024
2023
£
£

Directors' emoluments
61,600
261,452

Company contributions to defined contribution pension schemes
3,252
10,226

64,852
271,678


During the year retirement benefits were accruing to 1 director (2023 - 1) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £61,600 (2023 - £105,000).

The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £6,905 (2023 - £12,656).


9.


Interest receivable

2024
2023
£
£


Bank interest receivable
2,264
1,213

2,264
1,213


10.


Taxation


2024
2023
£
£

Corporation tax


Current tax on profits for the year
283,779
180,538

Adjustments in respect of previous periods
48,262
-


332,041
180,538


Total current tax
332,041
180,538

Deferred tax

Total deferred tax
-
-


Tax on loss
332,041
180,538
Page 21

 
BIOCRUCIBLE LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
 
10.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is higher than (2023 - higher than) the standard rate of corporation tax in the UK of 25% (2023 - 25%). The differences are explained below:

2024
2023
£
£


Loss on ordinary activities before tax
(8,277,263)
(4,903,098)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 25%)
(2,069,316)
(1,225,775)

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
3,704
3,413

Capital allowances for year in excess of depreciation
65,181
(35,383)

Adjustments to tax charge in respect of prior periods
48,262
-

Short-term timing difference leading to an increase (decrease) in taxation
3,155
9,920

Other timing differences leading to an increase (decrease) in taxation
90,630
58,296

Non-taxable income
(68,781)
(42,685)

Adjustment in research and development tax credit leading to an increase (decrease) in the tax charge
283,779
180,538

Unrelieved tax losses carried forward
1,975,427
1,239,765

Other differences leading to an increase (decrease) in the tax charge
-
(7,551)

Total tax charge for the year
332,041
180,538


Factors that may affect future tax charges

There were no factors that may affect future tax charges.



Page 22

 
BIOCRUCIBLE LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

11.


Intangible assets




Computer software

£



Cost


Additions
46,706



At 31 December 2024

46,706



Amortisation


Charge for the year on owned assets
7,706



At 31 December 2024

7,706



Net book value



At 31 December 2024
39,000



At 31 December 2023
-



Page 23

 
BIOCRUCIBLE LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

12.


Tangible fixed assets





Short-term leasehold property
Plant and machinery
Office equipment
Other fixed assets
Total

£
£
£
£
£



Cost or valuation


At 1 January 2024
338,057
2,842,805
53,457
113,964
3,348,283


Additions
139,898
594,118
35,000
6,952
775,968


Disposals
(62,772)
(23,147)
-
-
(85,919)



At 31 December 2024

415,183
3,413,776
88,457
120,916
4,038,332



Depreciation


At 1 January 2024
184,463
982,239
22,580
72,342
1,261,624


Charge for the year on owned assets
94,104
735,175
14,191
31,801
875,271


Disposals
(62,772)
(16,046)
-
-
(78,818)



At 31 December 2024

215,795
1,701,368
36,771
104,143
2,058,077



Net book value



At 31 December 2024
199,388
1,712,408
51,686
16,773
1,980,255



At 31 December 2023
153,594
1,860,566
30,877
41,622
2,086,659

Page 24

 
BIOCRUCIBLE LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

13.


Debtors

2024
2023
£
£

Due after more than one year

Amounts owed by group undertakings
-
991,837

-
991,837


2024
2023
£
£

Due within one year

Trade debtors
11,615
174,724

Amounts owed by group undertakings
2,512,386
1,538,542

Other debtors
1,796,505
1,394,216

Prepayments and accrued income
360,771
468,837

4,681,277
3,576,319



14.


Creditors: Amounts falling due within one year

2024
2023
£
£

Trade creditors
826,720
2,102,941

Amounts owed to parent undertakings
135,647
199,554

Other taxation and social security
221,957
168,997

Other creditors
61,343
46,234

Accruals and deferred income
1,721,737
3,625,591

2,967,404
6,143,317



15.


Creditors: Amounts falling due after more than one year

2024
2023
£
£

Amounts owed to group undertakings
28,593,604
17,787,969

28,593,604
17,787,969


Page 25

 
BIOCRUCIBLE LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

16.


Capital commitments


At 31 December 2024 the Company had capital commitments as follows:

2024
2023
£
£


Contracted for but not provided in these financial statements
-
26,476

-
26,476


17.


Pension commitments

The company operates a defined contributions pensions scheme. The assets of the scheme are held separately from those of the company in independently administered funds. Contributions to the scheme during the year were £239,734 (2023 - £193,571). The outstanding contributions due to the funds at the balance sheet date were £52,298 (2023 - £39,679).


18.


Commitments under operating leases

At 31 December 2024 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2024
2023
£
£


Not later than 1 year
829,360
414,681

Later than 1 year and not later than 5 years
760,247
34,557

1,589,607
449,238


19.


Controlling party

The company's immediate parent company and smallest group for which consolidated financial statements are prepared is KKR Sapphiros L.P. whose address is 27 Drydock 3rd Floor, Boston, MS 02210. 
The ultimate controlling party is KKR & Co L.P.

 
Page 26