Company registration number 11120038 (England and Wales)
CHRONOMICS LIMITED
UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
PAGES FOR FILING WITH REGISTRAR
CHRONOMICS LIMITED
CONTENTS
Page
Balance sheet
1 - 2
Statement of changes in equity
3
Notes to the financial statements
4 - 11
CHRONOMICS LIMITED
BALANCE SHEET
AS AT 31 DECEMBER 2023
31 December 2023
- 1 -
2023
2022
Notes
£
£
£
£
Fixed assets
Tangible assets
4
39,399
111,124
Current assets
Debtors
6
850,148
525,377
Cash at bank and in hand
1,508,500
3,467,702
2,358,648
3,993,079
Creditors: amounts falling due within one year
7
(6,487,963)
(7,828,233)
Net current liabilities
(4,129,315)
(3,835,154)
Total assets less current liabilities
(4,089,916)
(3,724,030)
Provisions for liabilities
(9,235)
(22,300)
Net liabilities
(4,099,151)
(3,746,330)
Capital and reserves
Called up share capital
8
1,316
1,282
Share premium account
1,560,149
1,120,183
Revaluation reserve
(382)
(382)
Equity reserve
7
1,487,241
-
0
Other reserves
67,824
67,824
Profit and loss reserves
(7,215,299)
(4,935,237)
Total equity
(4,099,151)
(3,746,330)
CHRONOMICS LIMITED
BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2023
31 December 2023
- 2 -

For the financial year ended 31 December 2023 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.

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 31 December 2024 and are signed on its behalf by:
Dr T Stubbs
Director
Company registration number 11120038 (England and Wales)
CHRONOMICS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -
Share capital
Share premium account
Revaluation reserve
Equity reserve
Share option reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
£
£
Balance at 1 January 2022
1,282
1,120,183
(382)
-
0
67,824
7,845,562
9,034,469
Year ended 31 December 2022:
Loss and total comprehensive income
-
-
-
-
-
(12,780,799)
(12,780,799)
Balance at 31 December 2022
1,282
1,120,183
(382)
-
0
67,824
(4,935,237)
(3,746,330)
Year ended 31 December 2023:
Loss and total comprehensive income
-
-
-
-
-
(2,280,062)
(2,280,062)
Issue of share capital
8
34
439,966
-
-
-
-
440,000
Issue of convertible loan
-
-
-
1,487,241
-
-
1,487,241
Balance at 31 December 2023
1,316
1,560,149
(382)
1,487,241
67,824
(7,215,299)
(4,099,151)
CHRONOMICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 4 -
1
Accounting policies
Company information

Chronomics Limited is a private company limited by shares incorporated in England and Wales. The registered office is Bizspace Wimbledon, 8 Lombard Road, London, SW19 3TZ. . The Company is a bio-infrastructure company. Through the year-ended 31 December 2023, the company's primary activities were the development of the company's bio-infrastructure platform.

1.1
Accounting convention

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.

The company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group which this is the parent qualifies as a small group. The financial statements present information about the company as an individual entity and not about its group.

1.2
Going concern

Deferred revenue was a key factor in generating the Company’s net liability position as at 31 December 2022. Through the application of the accounting policies disclosed in this note, in 2023, deferred revenue has been released without incursion of material additional cost in relation to deferred revenue from SARS-CoV-2 product sales.true

The Company has gone through a period of transition from it’s position as a leading SARS-CoV-2 testing provider to being the leading provider of fully integrated diagnostic solutions for a range of businesses. This has required considerable investment in the Company's bio-infrastructure technology and product offering, resulting in the generation of significant trading losses, cash outflows and tax credits. This product development has enabled Chronomics to sign contracts with key customers, however, the Company is still in the early stage of executing on these contracts. As per note 1.10, the company issued loan note instruments, which upon conversion will return the group to a net asset position, enabling the Company to continue its operations in the ordinary course of business. The Company has also restructured during the year ended 31 December 2023, resulting in a significant reduction in the Company's rate of cash burn and an extension in its cash runway.

 

The directors have prepared financial forecasts to estimate the likely cash requirements of the Company for the period to 31 December 2025. In preparing these financial forecasts, the directors have made certain assumptions with regards to the timing and amount of future expenditure over which they have control.

This assessment indicates that there are material uncertainties (ability to raise further capital; revenue from contracts with customers) related to events conditions that may cast significant doubt on the Company's ability to continue as a going concern and therefore, to continue realising its assets and discharging its liabilities in the normal course of business. Notwithstanding the above uncertainties, the directors are satisfied that it is appropriate to prepare the financial statements on a going concern basis.

 

 

CHRONOMICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 5 -
1.3
Turnover

Turnover represents amounts receivable for goods and services provided in the normal course of business and is shown net of VAT and other sales related taxes. The stated value of turnover takes into account trade discounts, settlement discounts and other rebates.

Revenue principally consists of the sale of testing goods and services for SARS-CoV-2. Consideration is usually received upfront, hence the entire value of the sale is deferred and released separately when the recognition criteria for goods and services are met. Tests where the physical goods have been shipped but laboratory and other resulting services have not been delivered are partially deferred at the reporting date.

 

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 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. The provision of services in relation to testing cannot be estimated reliably, and therefore revenue is recognised on delivery of the result to the consumer, at which point all remaining obligations from the sale have been fulfilled. Services provided are primarily in relation to laboratory services for analysing testing samples.

1.4
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.

1.5
Intangible fixed assets other than goodwill

Intangible assets comprise the costs arising from development of internally generated assets for which the following criteria have been met:

  1. a.The technical feasibility of completing the intangible asset so that it will be available for use or sale;

  2. b.Its intention to complete the intangible asset and use or sell it;

  3. c.Its ability to use or sell the intangible asset;

  4. d.How the intangible asset will generate probably future economic benefits;

  5. e.The availability of adequate technical, financial and other resources to complete the

    development and to use or sell the intangible asset; and

  6. f.Its ability to measure reliably the expenditure attributable to the intangible asset during its development.

Amortisation is recognised on intangible assets on a straight-line basis over the expected useful economic life once the development of the intangible assets has been completed.

Website
33% on a straight-line basis
1.6
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.

CHRONOMICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 6 -

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:

Computers
33% on a Straight-Line basis

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.

1.7
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.

1.8
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.

1.9
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

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.

CHRONOMICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 7 -
1.10
Convertible loan notes

The component parts of convertible loan notes issued by the company are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is recorded as a liability on an amortised cost basis using the effective interest method until extinguished upon conversion or at the instrument's maturity date. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognised and included in equity net of income tax effects and is not subsequently remeasured.

1.11
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.

1.12
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current 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

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.

1.13
Provisions

Provisions are recognised when the company has a legal or constructive present obligation as a result of a past event, it is probable that the company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

 

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

CHRONOMICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 8 -
1.14
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.

1.15
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.16
Share-based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period, subject to the terms of the share options being agreed between the parties. Share options may be subject to service conditions and market conditions. Market conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for the failure to achieve a market condition.

 

The financial effect of awards by the Company of share options and other equity-based awards to employees of the Group are recognised by the Company in its financial statements. In particular, the Company initially records a debit to expenses, with a corresponding credit to the intercompany loan of the subsidiary. The expense associated with equity-based awards for employees of the Company is recognised in the Company's profit and loss account, with a corresponding credit to the Other Reserve.

 

There have been no changes to the terms and conditions of options during the financial year ended 31 December 2023.

1.17
Leases

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.

1.18
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

1.19

Related party transactions

The Company discloses transactions with related parties which are not wholly owned within the same group. The disclosure exemption of transactions between two or more wholly owned members of a group has been applied by the Company. Where appropriate, transactions of a similar nature are aggregated unless, in the opinion of the directors, separate disclosure is necessary to understand the effect of the transactions on the financial statements.

CHRONOMICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 9 -
2
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2023
2022
Number
Number
Total
43
71
3
Intangible fixed assets
Website
£
Cost
At 1 January 2023 and 31 December 2023
34,557
Amortisation and impairment
At 1 January 2023 and 31 December 2023
34,557
Carrying amount
At 31 December 2023
-
0
At 31 December 2022
-
0
4
Tangible fixed assets
Plant and machinery etc
£
Cost
At 1 January 2023
155,655
Additions
2,347
Disposals
(46,837)
At 31 December 2023
111,165
Depreciation and impairment
At 1 January 2023
44,531
Depreciation charged in the year
45,182
Eliminated in respect of disposals
(17,947)
At 31 December 2023
71,766
Carrying amount
At 31 December 2023
39,399
At 31 December 2022
111,124
CHRONOMICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 10 -
5
Subsidiaries

Details of the company's subsidiaries, whose principal activities are the development and sale of at-home diagnostics and DaaS at 31 December 2023 are as follows:

Name of undertaking
Nature of business
% Held
Direct
Chronomics Inc
Trading
100.00
Chronomics Ireland Limited
Trading
100.00
Chronomics (Canada) Inc
Dormant
100.00
Chronomics Spain S.L
Dormant
100.00
Chronomics PTY Ltd
Dormant
100.00
Chronomics DFZ FZE
Dormant
100.00
Chronomics Dubai LLC
Dormant
100.00
6
Debtors
2023
2022
Amounts falling due within one year:
£
£
Trade debtors
202,677
62,384
Other debtors
647,471
462,993
850,148
525,377
7
Creditors: amounts falling due within one year
2023
2022
£
£
Convertible loans
4,123,289
-
0
Trade creditors
885,892
997,725
Corporation tax
3,534
-
0
Other taxation and social security
1,111,222
373,942
Other creditors
364,026
6,456,566
6,487,963
7,828,233
CHRONOMICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
7
Creditors: amounts falling due within one year
(Continued)
- 11 -

Convertible Loan notes

A number of convertible loan notes were issued in the year relating to Seed 2 preference shares at an issue price of £132.47 per note. The notes are convertible into Seed 2 preference shares of the company at any time between until 2028. The conversion price is at a £132.46 premium to the share price of the ordinary shares at the date the convertible loan notes were issued.

 

If the notes have not been converted, they will be redeemed in 2028 at par. No interest will be paid relating to the convertible loan notes.

 

The net proceeds received from the issue of the convertible loan notes have been split between the financial liability element and an equity component, representing the fair value of the embedded option to convert the financial liability into equity.

 

The liability component is measured at amortised cost, and the difference between the carrying amount of the liability at the date of issue and the amount reported in the Balance Sheet represents the effective interest rate less interest paid to that date.

 

The effective rate of interest is 6.78%.

 

The equity component of the convertible loan notes has been credited to the equity reserve.

8
Called up share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary of 1p each
90,000
90,000
900
900
2023
2022
2023
2022
Preference share capital
Number
Number
£
£
Issued and fully paid
Seed 1 of 1p each
34,532
34,532
345
345
Seed 2 of 1p each
7,110
3,720
71
37
41,642
38,252
416
382
Total equity share capital
1,316
1,282
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