REGISTERED NUMBER: 09935769 (England and Wales)

Financial Statements

for the Year Ended 31 December 2025

for

Agsenze Limited

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

4

DIRECTORS:

Mr A W P Cooper

Mr M C Dobbs

Mr P A Koffman

Mr J C Theobald

Dr B Mccarthy

REGISTERED OFFICE:

1-3-8 The Barracks

White Cross Business Park

South Road

Lancaster

Lancashire

LA1 4XQ

REGISTERED NUMBER:

09935769 (England and Wales)

ACCOUNTANTS:

Bullimores LLP

Chartered Accountants

Old Printers Yard

156 South Street

Dorking

Surrey

RH4 2HF

FIXED ASSETS

Intangible assets

4

-

-

Tangible assets

5

51,957

185,628

51,957

185,628

CURRENT ASSETS

Stocks

109,059

110,542

Debtors

6

283,016

399,601

Cash at bank

52,724

922,204

444,799

1,432,347

CREDITORS

Amounts falling due within one year

7

566,868

365,450

NET CURRENT (LIABILITIES)/ASSETS

(122,069

)

1,066,897

TOTAL ASSETS LESS CURRENT LIABILITIES

(70,112

)

1,252,525

CREDITORS

Amounts falling due after more than one year

8

110,125

135,011

NET (LIABILITIES)/ASSETS

(180,237

)

1,117,514

CAPITAL AND RESERVES

Called up share capital

12

7

7

Share premium

5,158,793

5,158,793

Retained earnings

(5,339,037

)

(4,041,286

)

SHAREHOLDERS' FUNDS

(180,237

)

1,117,514

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2025.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 December 2025 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a)	ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 9 July 2026 and were signed on its behalf by:

Mr M C Dobbs - Director

1.	STATUTORY INFORMATION

Agsenze Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The directors have prepared the financial statements on a going concern basis as they anticipate funding in the form of grants.The business is also being sold and a new investor is committed to board subsequent to the year end; the expected dates of the completion are 10th July 2026. The company income statement shows a loss in the year ended 31st December 2025 and is forecast to show a breakeven position in the year ended 31st December 2026. The directors have taken steps to reduce company expenditure after the balance sheet date and believe that the additional grant income and/or investment will enable the company to meet its liabilities for a period of at least 12 months from the date of signing of these financial statements.

Turnover

Turnover arises on the sales of technology systems and support and excludes VAT. Income is recognised over the period in which the service is provided.

Turnover includes grants relating to revenue. The grants are recognised in profit and loss on a systematic basis over the periods in which the entity recognises the related costs for which the grant is intended to compensate.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Fixtures and fittings

-

20% on cost

Motor vehicles

-

25% on cost

Computer equipment

-

25% on cost

Stock and work in progress

Stocks include items of equipment for resale. The value is at the lower of cost and net realisable value.

Work in progress primarily comprises installations not yet fully commissioned. No revenue or profit is recognised until systems are commissioned and customer handover is complete.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable or recoverable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Research and development

Expenditure on research is written off in the year in which it is incurred.

Pension costs and other post-retirement benefits

Contributions to defined contribution plans are recognised as an expense in the period in which the liability arises.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 19 (2024 - 31 ) .

4.	INTANGIBLE FIXED ASSETS

Other

intangible

assets

£

COST

At 1 January 2025

and 31 December 2025

168,807

AMORTISATION

At 1 January 2025

and 31 December 2025

168,807

NET BOOK VALUE

At 31 December 2025

-

At 31 December 2024

-

The intangible assets comprise development costs that were amortised over their estimated useful life of 24 months.

5.	TANGIBLE FIXED ASSETS

Fixtures

and

Motor

Computer

fittings

vehicles

equipment

Totals

£

£

£

£

COST

At 1 January 2025

8,406

216,453

30,179

255,038

Additions

-

-

1,586

1,586

Disposals

(3,620

)

(144,213

)

(1,500

)

(149,333

)

At 31 December 2025

4,786

72,240

30,265

107,291

DEPRECIATION

At 1 January 2025

2,835

54,569

12,006

69,410

Charge for year

1,259

27,696

7,137

36,092

Eliminated on disposal

(1,086

)

(49,082

)

-

(50,168

)

At 31 December 2025

3,008

33,183

19,143

55,334

NET BOOK VALUE

At 31 December 2025

1,778

39,057

11,122

51,957

At 31 December 2024

5,571

161,884

18,173

185,628

The net book value of assets under HP and finance leases at the balance sheet date is £39,057 (2024 :£161,884).

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.25

31.12.24

£

£

Trade debtors

61,158

60,470

Other debtors

132,558

218,831

VAT

-

8,387

Prepayments

89,300

111,913

283,016

399,601

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.25

31.12.24

£

£

Bank loans and overdrafts

19,795

24,972

Hire purchase contracts (see note 9)

16,201

57,631

Trade creditors

60,438

81,696

Social security and other taxes

62,044

48,835

VAT

971

-

Other creditors

38,400

12,687

Deferred income

177,662

103,995

Accrued expenses

191,357

35,634

566,868

365,450

8.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

31.12.25

31.12.24

£

£

Bank loans

31,134

49,778

Convertible loan note

62,210

-

Hire purchase contracts (see note 9)

16,781

85,233

110,125

135,011

Amounts falling due in more than five years:

Repayable by instalments

Convertible loan note

62,210

-

9.	LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Hire purchase

contracts

31.12.25

31.12.24

£

£

Net obligations repayable:

Within one year

16,201

57,631

Between one and five years

16,781

85,233

32,982

142,864

Non-cancellable

operating leases

31.12.25

31.12.24

£

£

Within one year

-

14,779

Between one and five years

-

396

-

15,175

10.	SECURED DEBTS

The following secured debts are included within creditors:

31.12.25

31.12.24

£

£

Hire purchase contracts

32,982

142,864

Bank loans

-

60,718

32,982

203,582

A fixed and floating charge over the assets of the company is registered to secure the bank borrowings from Oxbury Bank plc.

Hire purchase and finance lease liabilities are secured against the assets under agreement.

Property leases are payable over the following terms:

2025

2024

£

£

Payable within 1 year

13,250

24,082

Payable 1 - 2 years

9,194

18,971

Payable over 2 years

20,833

198

Total Property lease commitments

43,277

43,251

The leased properties are comprised of the Lancashire office, which has an annual commitment of £18,240. The annual commitment have been cost apportioned over the life of the lease.

11.	FINANCIAL INSTRUMENTS

During the year the company agreed an unsecured convertible loan note for the value of £60,000 from Cibus Enterprise Fund II LP. Interest will accrue and be payable on any outstanding principle sum of notes at the rate of 8% per annum on a non-compounding basis, but will cease to accrue upon the day of any conversion or redemption.

If and when a conversion event is proposed, Cibus Enterprise Fund II LP shall give Noteholders as much notice as is commercially practical of the proposed conversion event and not less than 20 Business Days. On the conversion date, the principle of the notes, aggregated with the interest accrued on those Notes, shall be converted into the relevant number of conversion shares at the conversion price.

Any Conversion Shares shall be issued and allotted by the company on the conversion date credited as fully paid and the certificates for any conversion shares shall be despatched to the persons entitled to them at their own risk. Each conversion share shall be issued and allotted at such premium to reflect the difference between the nominal amount of the conversion share and the principal amount of Notes plus interest so converted.

12.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.12.25

31.12.24

value:

£

£

35,813

Ordinary

0.000

1

4

4

26,937

Series A Shares

0.000

1

3

3

7

7

13.	SHARE-BASED PAYMENT TRANSACTIONS

The company operates an Enterprise Management Incentive (EMI) share option scheme for eligible employees. Under the scheme, options are granted to employees to acquire ordinary shares in the company at a fixed exercise price, subject to specified vesting conditions.

During the year, no options were granted.The exercise period is 10 years from the date of grant subject to exercise options. At the reporting date,16,746 options remained outstanding.

14.	POST BALANCE SHEET EVENTS

Post year end Agsenze Limited is currently in negotiation to sell 100% of the share capital to a third party and exchanged on 3rd July 2026 with completion expected on 10th July 2026.