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Registered number: 05717359
CITROX BIOSCIENCES LIMITED
UNAUDITED
FINANCIAL STATEMENTS
INFORMATION FOR FILING WITH THE REGISTRAR
FOR THE YEAR ENDED 31 DECEMBER 2025
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CITROX BIOSCIENCES LIMITED
REGISTERED NUMBER:05717359
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BALANCE SHEET
AS AT 31 DECEMBER 2025
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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The Directors consider that the Company is entitled to exemption from audit under section 477 of the Companies Act 2006 and members have not required the Company to obtain an audit for the year in question in accordance with section 476 of the Companies Act 2006.
The Directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the Statement of Income and Retained Earnings in accordance with provisions applicable to companies subject to the small companies' regime.
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CITROX BIOSCIENCES LIMITED
REGISTERED NUMBER:05717359
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BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
Richard Vaughan Morgan Thomas
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The notes on pages 3 to 14 form part of these financial statements.
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CITROX BIOSCIENCES LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Citrox Biosciences Limited (the 'Company') is a private limited company, limited by shares and incorporated in England and Wales.
The registered office and principal place of business is 6 Nene Road, Bicton Industrial Park, Kimbolton, Huntingdon, Cambridgeshire, PE28 0LF. The Company's registered number is 05717359.
The principal activity of the Company during the year continued to be that of research, development and sale of pharmaceutical and healthcare products.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with 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:
The Company has net liabilities at the reporting date of £662,645 (2024 - £122,681). The Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future and that the Company will be able to meet its liabilities as they fall due, for at least 12 months from the date of signing these financial statements. The Company is supported by Richard Thomas, a director and shareholder of the Company.
Based on the above, the Directors consider it appropriate to prepare the financial statements on a going concern basis.
Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Company and the turnover can be reliably measured. Turnover 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 turnover is recognised:
Sale of goods
Turnover 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 turnover 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.
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CITROX BIOSCIENCES LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Rendering of services
Turnover 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 turnover 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.
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is GBP and monetary amounts included in these financial statements are rounded to the nearest pound (£).
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 'administrative expenses'.
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.
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CITROX BIOSCIENCES LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Development costs are capitalised within tangible fixed assets where they can be identified with a specific product or project anticipated to produce future benefits, and are amortised on the straight line basis over the anticipated life of the benefit arising from the competed product or project.
Deferred research and development costs are reviewed annually, and where future benefits are deemed to have ceased or to be in doubt, the balance of any related research and development is written off to the profit or loss.
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.
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
Intangible fixed assets are initially recognised at cost. After recognition, under the cost model, intangible fixed assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.
All intangible fixed 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.
Amortisation is provided on the following bases:
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not amortised until available for use
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Patents that are pending relate to applications that have not yet been granted. These assets are not amortised until the patent is granted and the asset is available for use.
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CITROX BIOSCIENCES LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Intangible fixed assets (continued)
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Applications that are granted are transferred to patents and amortised over the useful life of the asset from the date that the patent has been granted. Applications that are not granted are written off to the profit and loss.
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.
At each reporting date the Company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
Investments in unlisted company shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Statement of Income and Retained Earnings for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.
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.
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CITROX BIOSCIENCES LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” 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 trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.
Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.
Impairment of financial assets
At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
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CITROX BIOSCIENCES LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Financial instruments (continued)
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Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
Basic 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 the deduction of all its liabilities.
Basic financial liabilities, which include trade and other creditors, and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
Derecognition of financial instruments
Derecognition of financial assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.
Derecognition of financial liabilities
Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.
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CITROX BIOSCIENCES LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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The average monthly number of employees, including Directors, during the year was 3 (2024 - 3).
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At 1 January 2025 (as restated) (note 8)
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At 31 December 2024 (as restated) (note 8)
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CITROX BIOSCIENCES LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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CITROX BIOSCIENCES LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Other fixed asset investments
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The Company holds shares in unlisted companies. The investment of £1,560 (2024 - £1,560) was disposed of as the company that shares are held in was liquidated during the year. The investment of £25,004 (2024 - £25,004) was impaired to £Nil as the company that shares are held in has started the process to strike off at the reporting date.
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Raw materials and consumables
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Finished goods and goods for resale
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CITROX BIOSCIENCES LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Certain comparative amounts have been reclassified to conform with the current year presentation. £250,038 (2024 - £237,763) included within other debtors have been reclassified to be presented within intangible fixed assets in accordance with the accounting policy in note 2.10. These reclassifications have no impact on previously reported losses or net liabilities.
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Cash and cash equivalents
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Creditors: amounts falling due within one year
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Amounts owed to associates (note 14)
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Other taxation and social security
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Certain comparative amounts have been reclassified to conform with the current year presentation. £373,478 (2024 - £354,800) included within creditors due more than one year have been reclassified to be presented within creditors due within one year due to the nature of these balances as disclosed in note 14. These reclassifications have no impact on previously reported losses or net liabilities.
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CITROX BIOSCIENCES LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Allotted, called up and fully paid
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1,000 (2024 - 1,000) Ordinary shares of £1.00 each
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The capital and reserves of the Company are as follows:
Called up share capital
Called up share capital represents the nominal value of shares that have been issued.
Profit and loss account
The profit and loss account represents cumulative profits, losses and total other recognised gains or losses made by the Company, including the distributions to, and contributions from, other group companies.
The Company operates a defined contributions pension scheme. The assets of the scheme are held seperately from those of the Company in an independently administered fund. Contributions totalling £Nil (2024 - £2,107) were payable to the fund at the reporting date and are included in other creditors.
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Related party transactions
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At the reporting date, the Company owed £58,000 (2024 - £58,000) to Infection Control Enterprises Limited, an associated undertaking of the Company with a shareholding of 33%. This amount is unsecured, repayable on deamd and interest is accrued at a rate of 6% per annum. Total accrued interest on this balance at 31 December 2025 amounted to £26,075 (2024 - £21,316).
At the reporting date, a family member of a Director of the Company, Susan Thomas, was owed £Nil (2024 - £31,900) by the Company and this amount is included in other creditors. Interest is accrued at a rate of 6% per annum and the total accrued interest on this balance as at 31 December 2025 amounted to £Nil (2024 - £6,380).
At the reporting date, a Director of the Company, Robert Thomas, was owed £15,950 (2024 - £Nil) by the Company and this amount is included in other creditors. Interest is accrued at a rate of 6% per annum and the total accrued interest on this balance as at 31 December 2025 amounted to £4,123 (2024 - £Nil).
At the reporting date, a Director of the Company, Richard Thomas, was owed £15,950 (2024 - £Nil) by the Company and this amount is included in other creditors. Interest is accrued at a rate of 6% per annum and the total accrued interest on this balance as at 31 December 2025 amounted to £4,123 (2024 - £Nil).
At the reporting date, the Company owed £50,000 (2024 - £50,000) to Curaden (UK) Limited, a company with a common director and this amount is included in other loans. These amounts accrue interest at 6% per annum of £21,208 (2024 - £17,177), are unsecured and repayable on demand.
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CITROX BIOSCIENCES LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
14.Related party transactions (continued)
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At the reporting date, the Company owed £241,578 (2024 - £222,900) to Gelert Consulting Limited, a company with a common director and this amount is included in other loans. These amounts accrue interest at 6% per annum of £41,917 (2024 - £20,849), are unsecured and repayable on demand.
At the reporting date, the Company owed £352,464 (2024 - £344,164) to Oraldent Limited, a company with a common director and this amount is included in other creditors. This amount is unsecured, interest free and repayable on demand.
At the reporting date, the Company owed £255,456 (2024 - £256,247) and was owed £515 (2024 - £1,392) to companies under common control. These amounts are included in trade creditors and trade debtors respectively.
At the reporting date, a Director of the Company, Richard Thomas, owed £Nil (2024 - £Nil) and was owed £289 (2024 - £289) by the Company and these amounts are included in trade creditors and trade debtors respectively.
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Post balance sheet events
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The Company reached a settlement in relation to a dispute. The settlement was agreed on 14 March 2026 for the Company to receive £100,000.
The ultimate controlling party of the Company is Richard Vaughan Morgan Thomas and Robert Owain Philip Thomas by virtue of their majority shareholding.
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