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Registered Number: 15945484
England and Wales

 

 

 

SAFEGUARD DX LIMITED



Unaudited Financial Statements
 


Period of accounts

Start date: 09 September 2024

End date: 31 December 2025

Safeguard DX Limited
Contents Page
For the Period 09 September 2024 to 31 December 2025
Director Nicolaas Smit
Registered Number 15945484
Registered Office 22 Vickers Mews
St Albans
Hertfordshire
AL1 1AX
Accountants Allazo Ltd
2 Claridge Court
Lower Kings Road
Berkhamsted
Hertfordshire
HP4 2AF
Secretary Quentin Solt
1
Director's report and financial statements
The directors present their annual report and the financial statements for the year ended 31 December 2025
Principal activities
The companys principal activity during the year was that of research and development for manufacturing of diagnostic materials.
Directors
The directors who served the company throughout the period were as follows:
George Howard (from 09/09/2024 to 12/11/2025)
Jonathan Coller (from 08/11/2024 to 12/11/2025)
Nicolaas Smit (from 12/11/2025)
Statement of directors' responsibilities
The directors are responsible for preparing the directors report and the financial statements in accordance with applicable law and regulation.

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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 and then apply them consistently
  • make judgments 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 disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. The directors 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.

The directors are responsible for the maintenance and integrity of the corporate and financial information included on the company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

This report was approved by the board and signed on its behalf by:


----------------------------------
Nicolaas Smit
Director

Date approved: 03 September 2026
2
In order to assist you to fulfil your duties under Companies Act 2006, we have prepared for your approval the accounts of Safeguard DX Limited for the period ended 31 December 2025 which comprise the Statement of Comprehensive Income, the Statement of Financial Position and the Statement of Changes in Equity, and related notes from the company's accounting records and from information and explanations you have given us.

As a practising member of the Association of Chartered Certified Accountants, we are subject to its ethical and other professional requirements which are detailed at http://rulebook.accaglobal.com.

This report is made solely to the member of Safeguard DX Limited, as a body, in accordance with the terms of our engagement letter. Our work has been undertaken solely to prepare for your approval the accounts of Safeguard DX Limited and state those matters that we have agreed to state to the Board of Safeguard DX Limited, as a body, in this report in accordance with the requirements of the Association of Chartered Certified Accountants and as detailed at http://www.accaglobal.com/factsheet163. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than Safeguard DX Limited and its members as a body for our work or for this report.

It is your duty to ensure that Safeguard DX Limited has kept adequate accounting records and to prepare statutory accounts that give a true and fair view of the assets, liabilities, financial position and Loss of Safeguard DX Limited. You consider that Safeguard DX Limited is exempt from the statutory audit requirement for the year.

We have not been instructed to carry out an audit or a review of the accounts of Safeguard DX Limited. For this reason, we have not verified the accuracy or completeness of the accounting records or information and explanations you have given to us and we do not, therefore, express any opinion on the statutory accounts.



....................................................
Allazo Ltd
2 Claridge Court
Lower Kings Road
Berkhamsted
Hertfordshire
HP4 2AF
03 September 2026
3
 
 		 Notes
 		 2025
£
Turnover - 
Cost of sales (470,741)
Gross profit/loss (470,741)
Administrative expenses (8,843,933)
Other operating income 29,318 
Operating loss (9,285,356)
Exceptional items (8,277,385)
Other interest receivable and similar income 37,763 
Amounts written off investments (22,239)
Profit/(Loss) on ordinary activities before taxation (17,547,217)
Tax on profit on ordinary activities - 
Profit/(Loss) for the financial period (17,547,217)
 
4
 
 		 Notes
 		 2025
£
Fixed assets    
Intangible fixed assets 3 5,789,837 
Tangible fixed assets 4 292 
Investments 5 3 
5,790,132 
Current assets    
Debtors 6 2,967,320 
Cash at bank and in hand 156,545 
3,123,865 
Creditors: amount falling due within one year 7 (245,387)
Net current assets 2,878,478 
 
Total assets less current liabilities 8,668,610 
Net assets 8,668,610 
 

Capital and reserves 		   
Called up share capital 8 29,442 
Share Premium Account 9 26,186,385 
Profit and loss account (17,547,217)
Shareholders' funds 8,668,610 
 


For the period ended 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:
  1. The members have not required the company to obtain an audit of its accounts for the period in question in accordance with section 476.
  2. The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of accounts.
These 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 to the Registrar of Companies.
The financial statements were approved by the board of directors on 03 September 2026 and were signed on its behalf by:


-------------------------------
Nicolaas Smit
Director
5
General Information
Safeguard DX Limited is a private company, limited by shares, registered in England and Wales, registration number 15945484, registration address 22 Vickers Mews, St Albans, Hertfordshire, AL1 1AX.

The presentation currency is £ sterling.
1.

Accounting policies

Significant accounting policies
The accounts have been prepared under the historical cost convention and in accordance with FRS 102, the Financial Reporting Standard applicable in the UK and Republic of Ireland (as applied to small entities by Section 1A of the standard)
Going concern basis
The Company did not generate income during the accounting period and had a loss of £17,547,217 for the year ended 31st December 2025.
The financial statements have been prepared on a going concern basis notwithstanding the unfavourable financial results as the company's parent company, AgronixDx Corp has confirmed that it will continue to support the company for the foreseeable future.
Turnover
Turnover is measured at the fair value of the consideration received or receivable net of VAT and trade discounts. Turnover includes revenue earned from the sale of goods and from the rendering of service, the policies adopted are as follows:

Sale of goods
Sale of goods revenue is recognised at the point of sale, which is usually where the customer has taken delivery of the goods, the risks and rewards are transferred to the customer and there is a valid sales contract. Amounts disclosed as revenue are net of sales returns and trade discounts.

Rendering of services
Turnover from the rendering of services is recognised by reference to the stage of completion of the contract. The stage of completion of a contract is measured by comparing the costs incurred for work performed to date to the total estimated contract costs. Turnover is only recognised to the extent of recoverable expenses when the outcome of a contract cannot be estimated reliably.

Other revenue
Other revenue is recognised when it is received or when the right to receive payment is established.
Research and development expenditure
Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.
Foreign currencies
Monetary assets and liabilities denominated in foreign currencies are translated into sterling at the rate of exchange ruling at the statement of financial position date. Transactions in foreign currencies are recorded at the rate ruling at the date of the transaction. All foreign exchange differences are included to the income statement.
Taxation
Taxation represents the sum of tax currently payable and deferred tax. Tax is recognised in the statement of income, except to the extent that it relates to items recognised in other comprehensive income or directly in capital and reserves.
The company’s liability for current tax is calculated using the tax rates and laws that have been enacted or substantively enacted at the reporting date.
Current and deferred tax assets and liabilities are not discounted
Deferred taxation
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the reporting date.
Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference.
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.
Current and deferred tax assets and liabilities are not discounted.
Intangible assets
Intangible assets (including purchased goodwill and patents) are amortised at rates calculated to write off the assets on a straight line basis over their estimated useful economic lives. Impairment of intangible assets is only reviewed where circumstances indicate that the carrying value of an asset may not be fully recoverable.
Goodwill
Acquired goodwill is stated at cost less amortisation. Amortisation is calculated on a straight line basis over the estimated expected useful economic life of the goodwill of 1 years.
Licences and patents
Licences and patents are stated at cost less amortisation. Amortisation of licences is calculated on a straight line basis over the life of the licence. Amortisation of patents is calculated on a straight line basis over the estimated expected useful economic life of the patents of 10 years.
An impairment review is performed by management on a regular basis.  Any licences or patents which are considered to be no longer commercially viable are impaired and written off to the income statement. 
Tangible fixed assets
Tangible fixed assets, other than freehold land, are stated at cost or valuation less depreciation and any provision for impairment. Depreciation is provided at rates calculated to write off the cost or valuation of fixed assets, less their estimated residual value, over their expected useful lives on the following basis:
Computer Equipment 3 years Straight Line
Fixed asset investments
Fixed asset investments are stated at cost less provision for any permanent diminution in value.
Provisions
Provisions are recognised when the company has a present obligation as a result of a past event which it is more probable than not will result in an outflow of economic benefits that can be reasonably estimated.
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.
2.

Average number of employees

Average number of employees during the period was 2.
3.

Intangible fixed assets

Cost Goodwill   IP and Licences   Total
  £   £   £
At 09 September 2024 -    -    - 
Additions 1    13,346,986    13,346,987 
Disposals -    (6,000,000)   (6,000,000)
At 31 December 2025 1    7,346,986    7,346,987 
Amortisation
At 09 September 2024 -    -    - 
Charge for period 1    1,557,149    1,557,150 
On disposals -    -    - 
At 31 December 2025 1    1,557,149    1,557,150 
Net book values
At 31 December 2025 -    5,789,837    5,789,837 
At 08 September 2024 -    -    - 


4.

Tangible fixed assets

Cost or valuation Computer Equipment   Total
  £   £
At 09 September 2024 -    - 
Additions 500    500 
Disposals -    - 
At 31 December 2025 500    500 
Depreciation
At 09 September 2024 -    - 
Charge for period 208    208 
On disposals -    - 
At 31 December 2025 208    208 
Net book values
Closing balance as at 31 December 2025 292    292 
Opening balance as at 09 September 2024 -    - 


5.

Investments

Cost Other investments other than loans   Total
  £   £
At 09 September 2024 -    - 
Additions 5    5 
Disposals (2)   (2)
At 31 December 2025 3    3 

6.

Debtors: amounts falling due within one year

2025
£
Amount Owed by Group Undertakings 2,960,294 
Prepayments & Accrued Income 242 
VAT 6,784 
2,967,320 

7.

Creditors: amount falling due within one year

2025
£
Trade Creditors 841 
Amounts Owed to Group Undertakings 243,346 
Accrued Expenses 1,200 
245,387 

8.

Share Capital

Allotted, called up and fully paid
2025
£
1 Ordinary share of £0.00001 each - 
147,210,819 Ordinary shares of £0.0002 each 29,442 
29,442 
The follow share issues were completed during the year:


Allotted, Called Up, and Fully Paid Share Capital
As at 31 December 2025:
  • Share Class: Ordinary Shares
  • Par Value: £0.0002 per share
  • Number of Shares: 147,210,819
  • Nominal Value: £29,442
Reconciliation of Shares in Issue
  • At Incorporation (9 September 2024): 1 share at £0.00001 nominal value (£0.00)
  • Allotted for Cash (£0.00001 nominal): 1,160,329,699 shares (£11,603.30)
  • Subtotal (Pre-Consolidation): 1,160,329,700 shares (£11,603.30)
  • Share Consolidation (20:1 into £0.0002 shares): (1,102,313,215 shares reduced)
  • As at 31 December 2024: 58,016,485 shares (£11,603.30)
  • Allotted on Loan Conversion (November 2025): 89,194,334 shares (£17,838.87)
  • As at 31 December 2025: 147,210,819 shares (£29,442.16)
Movements in Share Capital Narrative
  • Incorporation: On incorporation, 1 Ordinary Share of £0.00001 was issued at par.
  • Share Allotments: Between October 2024 and November 2024, a further 1,160,329,699 Ordinary Shares of £0.00001 each were allotted at par for total cash consideration of £11,603.30.
  • Share Consolidation: On 14 November 2024, the company consolidated its existing 1,160,329,700 Ordinary Shares of £0.00001 each on a 20:1 basis into 58,016,485 Ordinary Shares of £0.0002 each.
  • Debt Conversion & Allotment: In November 2025, the company allotted 89,194,334 Ordinary Shares of £0.0002 each at an issue price of £0.20 per share to satisfy the full settlement of £17,838,866.85 of outstanding loan principal.
9.

Share Premium Account

2025
£
Equity Share Premium - New Issue 26,186,385 
26,186,385 

10.

Exceptional Item

Reorganisation and Restructuring Costs

During the year, the Group acquired certain assets pursuant to a pre-pack administration transaction. Following a review of the carrying value of the assets acquired and their appropriate value for accounting purposes, an adjustment of £8,277,385 has been recognised and charged to the income statement in the year. This is a non-cash accounting adjustment arising from the acquisition and has no impact on the Groups underlying operating cash flows.
11.

Related Parties

In November 2025, as a result of a share-for-share exchange, AgronixDx Corp., a company incorporated in Delaware, United States of America, acquired 100% of the issued share capital of the company and became its immediate parent undertaking.

As at 31 December 2025, in the opinion of the directors, the company's ultimate controlling party is F Capital Limited (a company registered in Jersey, registration number 145928), by virtue of its majority shareholding in the immediate parent undertaking, AgronixDx Corp.

At the balance sheet date the Company owed AgronixDx Corp. £243,346.

Amounts owed to the Company on 31st December 2025 from related parties included:
  • Safeguard Biosytems Manufacturing Limited registered in England owed £239,756.
  • Safeguard Biosystems Corp. registered in the US owed £2,163,347.
  • Safeguard Biosystems Inc. registered in Canada owed £557,191.
6