Company registration number 09700231 (England and Wales)
AFON TECHNOLOGY LTD
UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
AFON TECHNOLOGY LTD
CONTENTS
Page
Balance sheet
1 - 2
Notes to the financial statements
3 - 12
AFON TECHNOLOGY LTD
BALANCE SHEET
AS AT
31 DECEMBER 2025
31 December 2025
- 1 -
2025
2024
Notes
£
£
FIXED ASSETS
Intangible assets
3
267,162
194,327
Tangible assets
4
1,627
3,116
268,789
197,443
CURRENT ASSETS
Stocks
2
2
Debtors
5
302,041
479,464
Cash at bank and in hand
5,003
42,889
307,046
522,355
CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
6
(1,074,499)
(569,370)
NET CURRENT LIABILITIES
(767,453)
(47,015)
NET (LIABILITIES)/ASSETS
(498,664)
150,428
CAPITAL AND RESERVES
Called up share capital
7
6,289
5,998
Share premium account
7,538,078
6,514,565
Other reserves
50,000
Profit and loss reserves
(8,043,031)
(6,420,135)
TOTAL EQUITY
(498,664)
150,428
For the financial year ended 31 December 2025 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.
The members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.
The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
AFON TECHNOLOGY LTD
BALANCE SHEET (CONTINUED)
AS AT
31 DECEMBER 2025
31 December 2025
- 2 -
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true
The financial statements were approved by the board of directors and authorised for issue on 10 June 2026 and are signed on its behalf by:
Dr M. S. Chaudhry
Director
Company registration number 09700231 (England and Wales)
AFON TECHNOLOGY LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -
1
ACCOUNTING POLICIES
Company information
Afon Technology Ltd is a private company limited by shares incorporated in England and Wales. The registered office is Unit 670 Castlegate Business Park, Caldicot, Monmouthshire, NP26 5AD.
1.1
Basis of preparation
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. 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 prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
AFON TECHNOLOGY LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
ACCOUNTING POLICIES
(Continued)
- 4 -
1.2
Going concern
The Company has continued to make significant technical and commercial progress during the year. The technology (Glucowear) has been substantially advanced and de-risked through ongoing development activities, prototype testing and preparation for commercial manufacture. In addition, the Company has entered into a strategic manufacturing partnership with Sony UK, providing a credible pathway to production readiness, scale-up and future commercial deployment.
The Directors continue to actively manage the Company's resources and operate on a prudent basis, carefully controlling expenditure while prioritising activities that advance the technology towards commercialisation and revenue generation.
The Directors recognise that the wider investment environment remains challenging and that, as with many pre-revenue technology businesses, the Company remains dependent upon securing additional funding to support its future activities. Whilst discussions with existing and prospective investors continue, there can be no certainty as to the timing or outcome of future fundraising activities.
Notwithstanding these uncertainties, the Directors believe that the Company is well positioned to attract further investment. During the year, the Company has continued to receive interest from investors, strategic partners and international organisations. The Directors are also encouraged by the progress being made with potential commercial opportunities in international markets and by the strategic manufacturing partnership with Sony UK, both of which are expected to enhance the Company's attractiveness to investors and support future funding initiatives.
These events and conditions indicate that a material uncertainty exists which may cast significant doubt on the Company's ability to continue as a going concern and therefore on its ability to realise its assets and discharge its liabilities in the normal course of business.
Nevertheless, having considered the Company's funding requirements, ongoing investor engagement, commercial opportunities and track record of raising capital, the Directors have a reasonable expectation that the Company will have adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis of accounting in preparing these financial statements.
The financial statements do not include any adjustments that would result if the Company were unable to continue as a going concern.
AFON TECHNOLOGY LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
ACCOUNTING POLICIES
(Continued)
- 5 -
1.3
Intangible fixed assets other than goodwill
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 is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Patents & licences
4% - 10% straight line
1.4
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Leasehold land and buildings
Over the term of the lease
Fixtures and fittings
15% - 33% straight line
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
1.5
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.
AFON TECHNOLOGY LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
ACCOUNTING POLICIES
(Continued)
- 6 -
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.
1.6
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.
1.7
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.8
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.
AFON TECHNOLOGY LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
ACCOUNTING POLICIES
(Continued)
- 7 -
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its 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.
1.9
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.10
Taxation
The taxation expense represents the aggregate amount of current and deferred tax recognised in the reporting period. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, tax is recognised in other comprehensive income or directly in equity, respectively.
Current tax
Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax expected to pay or recover using the tax rates and laws that have been enacted or substantively enacted at the reporting date.
AFON TECHNOLOGY LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
ACCOUNTING POLICIES
(Continued)
- 8 -
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future 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.
1.11
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.12
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.13
Government grants
Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.
A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.
AFON TECHNOLOGY LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 9 -
2
EMPLOYEES
The average monthly number of persons employed by the company during the year was:
2025
2024
Number
Number
Total
13
13
3
INTANGIBLE FIXED ASSETS
Patents & licences
£
Cost
At 1 January 2025
266,328
Additions
90,931
At 31 December 2025
357,259
Amortisation and impairment
At 1 January 2025
72,001
Amortisation charged for the year
18,096
At 31 December 2025
90,097
Carrying amount
At 31 December 2025
267,162
At 31 December 2024
194,327
AFON TECHNOLOGY LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 10 -
4
TANGIBLE FIXED ASSETS
Leasehold land and buildings
Fixtures and fittings
Total
£
£
£
Cost
At 1 January 2025
10,056
81,929
91,985
Additions
1,275
1,275
At 31 December 2025
10,056
83,204
93,260
Depreciation and impairment
At 1 January 2025
7,374
81,495
88,869
Depreciation charged in the year
2,011
753
2,764
At 31 December 2025
9,385
82,248
91,633
Carrying amount
At 31 December 2025
671
956
1,627
At 31 December 2024
2,682
434
3,116
5
DEBTORS
2025
2024
Amounts falling due within one year:
£
£
Corporation tax recoverable
255,559
252,619
Other debtors
46,482
226,845
302,041
479,464
6
CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2025
2024
£
£
Bank loans and overdrafts
137
Trade creditors
722,677
324,728
Taxation and social security
52,357
32,467
Other creditors
299,328
212,175
1,074,499
569,370
AFON TECHNOLOGY LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 11 -
7
CALLED UP SHARE CAPITAL
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 1p each
628,826
599,765
6,289
5,998
During the year, the company issued 290,612 ordinary shares of £0.01 each for a total consideration including a share premium of £1,089,129.
8
OPERATING LEASE COMMITMENTS
As lessee
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:
2025
2024
£
£
Total commitments
21,890
71,950
9
CONTINGENCIES
The company has agreements in place to remunerate directors and ex-directors, if the company is sold at a future date. Any potential remuneration is contingent on an uncertain future event. On this basis the directors are unable to accurately quantify any potential liability.
10
EVENTS AFTER THE REPORTING DATE
After the year-end, the company issued 14,354 additional Ordinary A shares to raise capital. The shares were issued at £3.00 each, with a nominal value of £0.001 per share. The total gross proceeds from the issue amounted to £43,062.
AFON TECHNOLOGY LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 12 -
11
RELATED PARTY TRANSACTIONS
During the year, the company purchased services amounting to £nil (2024: £61,105) from Citalytics. There was no balance outstanding at the year end (2024: £nil). Citalytics was previously considered a related party as a director of the company was also a director of Citalytics. This individual resigned in the prior accounting period and, accordingly, the entity is no longer considered a related party during the current year.
The company purchased services amounting to £20,425 (2024: £31,691) from BSI. At the year end, £10,416 was owed to BSI (2024: £9,924). BSI is considered a related party as a director of the company also serves as Chairman of BSI.
The company purchased services amounting to £15,045 (2024: £nil) from John Shillingford, a director of the company. At the year end, £2,042 was owed to John Shillingford (2024: £nil).
12
DIRECTORS' TRANSACTIONS
Included within other creditors is a balance of £218,375 (2024- £145,000) due to directors.
This balance is interest free and repayable on demand.