Registration number:
Prepared for the registrar
for the
Year Ended 31 December 2025
UBIQUTEK LTD.
Contents
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Company Information |
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Balance Sheet |
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Notes to the Unaudited Financial Statements |
UBIQUTEK LTD.
Company Information
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Directors |
A L Diprose W F Broekaert J K L Mcbride J A Heraud D J J Leong |
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Registered office |
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Accountants |
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UBIQUTEK LTD.
(Registration number: 08148525)
Balance Sheet as at 31 December 2025
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Note |
31 December |
31 December |
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Fixed assets |
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Intangible assets |
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Tangible assets |
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Current assets |
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Stocks |
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Debtors |
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Cash at bank and in hand |
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Creditors: Amounts falling due within one year |
( |
( |
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Net current assets/(liabilities) |
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( |
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Total assets less current liabilities |
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( |
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Creditors: Amounts falling due after more than one year |
( |
- |
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Net assets/(liabilities) |
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( |
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Capital and reserves |
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Called up share capital |
743,006 |
261,366 |
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Share premium reserve |
18,645,858 |
10,001,822 |
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Retained earnings |
(12,603,455) |
(11,349,710) |
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Shareholders' funds/(deficit) |
6,785,409 |
(1,086,522) |
For the financial year ending 31 December 2025 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.
Directors' responsibilities:
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• |
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The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts. |
Approved and authorised by the
Director
UBIQUTEK LTD.
Notes to the Unaudited Financial Statements for the Year Ended 31 December 2025
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General information |
The company is a private company limited by share capital, incorporated in the United Kingdom.
The address of its registered office and principal place of business is:
England
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Accounting policies |
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Statement of compliance
These financial statements have been prepared in accordance with Financial Reporting Standard 102 Section 1A smaller entities - 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland' and the Companies Act 2006 (as applicable to companies subject to the small companies' regime).
Basis of preparation
These financial statements have been prepared using the historical cost convention except for, where disclosed in these accounting policies, certain items that are shown at fair value.
The presentational currency of the financial statements is Pounds Sterling, being the functional currency of the primary economic environment in which the company operates. Monetary amounts in these financial statements are rounded to the nearest Pound.
Frequency of reporting
The financial statements cover a 12 month period from 1 January 2025 to 31 December 2025. The comparative financial statements were prepared for a period of 3 months from 1 October 2024 to 31 December 2024, so are not entirely comparable. The reporting period was previously changed for commercial reasons.
Going concern
The financial statements have been prepared on a going concern basis, which assumes the company will be able to continue trading for the foreseeable future. At 31 December 2025 the company had net assets of £6.8m (31 December 2024: net liabilities of £1.1m).
The directors consider that having successfully raised £7.9m in the equity funding raising exercise during the year, it has provided a strong foundation for the company as it starts to commercialise its patented electrical weeding technology, allowing it to continue to trade as a going concern.
Critical accounting judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
Judgements
No significant judgements have been made by management in preparing these financial statements. |
UBIQUTEK LTD.
Notes to the Unaudited Financial Statements for the Year Ended 31 December 2025
Key sources of estimation uncertainty
No key sources of estimation uncertainty have been identified by management in preparing these financial statements other than those detailed in these accounting policies.
Revenue recognition
Turnover is recognised at the fair value of the consideration received or receivable for goods and services
provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair
value of consideration takes into account trade discounts, settlement discounts and volume rebates.
When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is
the present value of the future receipts. The difference between the fair value of the consideration and the
nominal amount received is recognised as interest income.
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the
goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured
reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the
costs incurred or to be incurred in respect of the transaction can be measured reliably.
Revenue from contracts for the provision of professional services is recognised by reference to the stage of
completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The
stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff
rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue
is recognised only to the extent of the expenses recognised that it is probable will be recovered.
Foreign exchange
Tax
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as 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 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 taxable profits. Such assets and liabilities are not recognised if the timing difference
arises from goodwill or from the initial recognition of other 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 and reduced to the extent
that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be
recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability
is settled or the asset 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 and the deferred tax assets and liabilities relate to taxes levied by the
same tax authority.
Tangible assets
Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
Depreciation
Depreciation is charged so as to write off the cost of assets over their estimated useful lives, as follows:
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Asset class |
Depreciation method and rate |
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Plant and equipment |
20% Straight Line |
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Computers |
25% Straight Line |
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Fixtures and fittings |
25% Straight Line |
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Motor vehicles |
25% Straight Line |
UBIQUTEK LTD.
Notes to the Unaudited Financial Statements for the Year Ended 31 December 2025
Intangible assets
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured
at cost less accumulated amortisation and accumulated impairment losses.
Intangible assets acquired on business combinations are recognised separately from goodwill at the
acquisition date where it is probable that the expected future economic benefits that are attributable to the
asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises
from contractual or other legal rights; and the intangible asset is separable from the entity.
Amortisation
Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:
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Asset class |
Amortisation method and rate |
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Patents & licences |
0.01% Straight Line |
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.
Trade debtors
Trade debtors are amounts due from customers for goods sold or services performed in the ordinary course of business.
Trade debtors are recognised initially at the transaction price. All trade debtors are repayable within one year and hence are included at the undiscounted cost of cash expected to be received. A provision for the impairment of trade debtors is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the debtors.
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost
comprises direct materials and, where applicable, direct labour costs and those overheads that have been
incurred in bringing the stocks to their present location and condition.
Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement
cost, adjusted where applicable for any loss of service potential.
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.
Trade creditors
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade creditors are recognised initially at the transaction price and all are repayable within one year and hence are included at the undiscounted amount of cash expected to be paid.
UBIQUTEK LTD.
Notes to the Unaudited Financial Statements for the Year Ended 31 December 2025
Borrowings
Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar expenses.
Borrowings are classified as current liabilities unless the company has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.
Leases
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and
rewards of ownership to the lessees. All other leases are classified as operating leases.
Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of
inception and the present value of the minimum lease payments. The related liability is included in the balance
sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest
elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the
remaining balance of the liability.
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss
on a straight line basis over the term of the relevant lease except where another more systematic basis is
more representative of the time pattern in which economic benefits from the leases asset are consumed.
Share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
Share based payments
The company operates an equity-settled, share-based compensation plan, under which the entity receives services from employees as consideration for equity instruments (options) of the entity. The fair value of the employee services received is measured by reference to the estimated fair value at the grant date of equity instruments granted and is recognised as an expense over the vesting period. The estimated fair value of the option granted is calculated using an average of prior year results and adjusted for market conditions. The directors have appropriately assessed the fair value and deem the adjustment to be immaterial in respect of the share based payment transactions. The proceeds received net of any directly attributable transaction costs are credited to share capital (nominal value) and share premium when the options are exercised.
Equity instruments
UBIQUTEK LTD.
Notes to the Unaudited Financial Statements for the Year Ended 31 December 2025
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally 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 transaction costs and are subsequently carried at amortised cost using the effective
interest method 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. Financial assets
classified as receivable within one year are not amortised.
Classification of financial liabilities
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, 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. Financial liabilities classified as payable within one year are
not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any
such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset,
the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects
current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
UBIQUTEK LTD.
Notes to the Unaudited Financial Statements for the Year Ended 31 December 2025
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Staff numbers |
The average number of persons employed by the company (including directors) during the year was
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Intangible assets |
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Other |
Total |
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Cost |
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At 1 January 2025 |
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Additions acquired separately |
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At 31 December 2025 |
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Amortisation |
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At 1 January 2025 |
- |
- |
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At 31 December 2025 |
- |
- |
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Carrying amount |
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At 31 December 2025 |
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At 31 December 2024 |
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UBIQUTEK LTD.
Notes to the Unaudited Financial Statements for the Year Ended 31 December 2025
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Tangible assets |
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Fixtures and fittings |
Computers |
Motor vehicles |
Plant and equipment |
Total |
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Cost |
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At 1 January 2025 |
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Additions |
- |
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Disposals |
( |
( |
( |
( |
( |
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At 31 December 2025 |
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Depreciation |
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At 1 January 2025 |
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Charge for the period |
- |
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Eliminated on disposal |
( |
( |
( |
( |
( |
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At 31 December 2025 |
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Carrying amount |
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At 31 December 2025 |
- |
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At 31 December 2024 |
- |
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UBIQUTEK LTD.
Notes to the Unaudited Financial Statements for the Year Ended 31 December 2025
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Debtors |
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31 December |
31 December |
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Trade debtors |
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Prepayments |
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Other debtors |
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Creditors |
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Note |
31 December |
31 December |
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Due within one year |
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Loans and borrowings |
- |
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Trade creditors |
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Taxation and social security |
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Accruals and deferred income |
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Other creditors |
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Note |
31 December |
31 December |
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Due after one year |
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Loans and borrowings |
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- |
UBIQUTEK LTD.
Notes to the Unaudited Financial Statements for the Year Ended 31 December 2025
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Loans and borrowings |
Current loans and borrowings
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31 December |
31 December |
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Other borrowings |
- |
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Non-current loans and borrowings
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31 December |
31 December |
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Other borrowings |
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- |
Other borrowings
Other borrowings outstanding at the prior balance sheet date related to convertible loan notes which bore interest at 8.0% per annum and were repayable on or before 31 December 2025. On 29 May 2025, the convertible loan note and accrued, unpaid interest thereon was converted to 75,412 Series B2 Preferred shares of £1 each at a value of £19.25 per share. Refer to note 10.
Non-current other borrowings as at the current balance sheet date bear interest at 7.4% per annum and are secured by way of fixed and floating charges over all the property and undertakings of the company. The latest date on which this facility must be repaid is October 2031.
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Employee share options |
The Company operates an employee share option scheme whereby eligible employees are given the option to buy Ordinary Shares in the Company at a price set by the Company from time to time. For Options issued before 2025, the Options vest over a period of 48 months. For those Options issued during 2025, 50% of the Options vest over a period of 48 months, with the remainder vesting upon the achievement of certain strategic performance milestones by the Company. Each Option shall lapse 10 years from the date of its issue.
The number of Options in issue as at 31st December 2025 were as follows:
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Options in |
Weighted Average Exercise Price |
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As at 31 December 2023 |
34,148 |
5.06 |
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Cancelled during the year |
(1,334) |
3.75 |
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Issued during the year |
3,740 |
1.00 |
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As at 31 December 2024 |
36,544 |
4.70 |
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Issued during the year |
58,954 |
24.06 |
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As at 31 December 2025 |
95,508 |
16.65 |
Share options exercisable at 31 December 2025 were 32,222 (2024 - 28,487) at a weighted average exercise price of £5.18 (2024 - £5.63).
Using the Black Scholes Model, the directors have calculated and recognised a fair value charge of £48,421 (2024: £Nil) in the company's loss for the current year.
UBIQUTEK LTD.
Notes to the Unaudited Financial Statements for the Year Ended 31 December 2025
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Share capital |
Allotted, called up and fully paid shares
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31 December 2025 |
31 December 2024 |
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No. |
£ |
No. |
£ |
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207,111 |
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156,567 |
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174,250 |
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104,799 |
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286,233 |
- |
- |
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75,412 |
- |
- |
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261,366 |
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During the year ended 31 December 2025, the company issued the following shares at a premium:
- 45,351 Ordinary shares of £1 each for total consideration of £1,003,771;
- 286,233 Series B1 preferred shares of £1 each for total consideration of £6,886,766; and
- 75,412 Series B2 preferred shares of £1 each for total consideration of £1,451,512 whereby on 29 May 2025, a convertible loan note and accrued, unpaid interest thereon was converted at a value of £19.25 per share. Refer to note 8.
The increase in the company's share premium account for the current year is shown net of issue expenses in relation to the above. The company also issued 5,193 Ordinary shares of £1 each and 69,451 Series A shares of £1 each as bonus shares under anti-dilution rights as set out in the Articles of the company.
The rights attached to each class of share are as follows:
- Ordinary shares of £1 each are non redeemable, have full rights to voting, dividends and on distribution, will receive the remaining balance of surplus assets (if any) after preferential distribution to holders of the Series A, Series B1 and Series B2 shares;
- Series A shares of £1 each are non redeemable, have full rights to voting, dividends and on distribution, will receive an amount equivalent to that which holders of the Series A shares would have received had these shares converted immediately prior to an event leading to a distribution after preferential distribution to holders of the Series B1 and Series B2 shares; and
- Series B1 and B2 preferred shares of £1 each are non redeemable, have full rights to voting, dividends and on distribution, will receive the greater of the amount paid up including premium for each share subscribed for and an amount equivalent to that which holders of the Series B1 and B2 preferred shares would have received had these shares converted immediately prior to an event leading to a distribution, in priority to holders of the Series A shares of £1 each and Ordinary shares of £1 each.
UBIQUTEK LTD.
Notes to the Unaudited Financial Statements for the Year Ended 31 December 2025
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Reserves |
Called up share capital
This represents the nominal value of the issued share capital.
Share premium reserve
This contains the premium arising on the issue of share capital, net of issue expenses.
Retained earnings
This represents the cumulative profits and losses, net of dividends and other adjustments.
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Operating lease commitments |
Operating leases
The total of future minimum lease payments is as follows:
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31 December |
31 December |
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Not later than one year |
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Later than one year and not later than five years |
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