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REGISTERED NUMBER: 12244473 (England and Wales)











Unaudited Financial Statements

for the Period

1 November 2023 to 31 December 2024

for

Crobio Ltd

Crobio Ltd (Registered number: 12244473)






Contents of the Financial Statements
for the Period 1 November 2023 to 31 December 2024




Page

Balance Sheet 1

Notes to the Financial Statements 3


Crobio Ltd (Registered number: 12244473)

Balance Sheet
31 December 2024

31.12.24 31.10.23
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 4 69,506 33,476
Tangible assets 5 38,709 2,261
Investments 6 79 -
108,294 35,737

CURRENT ASSETS
Stocks 7,226 -
Debtors 7 72,828 31,262
Cash at bank 687,566 106,010
767,620 137,272
CREDITORS
Amounts falling due within one year 8 45,089 515,928
NET CURRENT ASSETS/(LIABILITIES) 722,531 (378,656 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

830,825

(342,919

)

CREDITORS
Amounts falling due after more than one
year

9

-

429
NET ASSETS/(LIABILITIES) 830,825 (343,348 )

CAPITAL AND RESERVES
Called up share capital 12 1,565 900
Share premium 13 1,743,024 4,040
Retained earnings 13 (913,764 ) (348,288 )
SHAREHOLDERS' FUNDS 830,825 (343,348 )

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the period ended 31 December 2024.

The members have not required the company to obtain an audit of its financial statements for the period ended 31 December 2024 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.

Crobio Ltd (Registered number: 12244473)

Balance Sheet - continued
31 December 2024


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 Statement of Income and Retained Earnings has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 24 March 2025 and were signed on its behalf by:





W Mulhall - Director


Crobio Ltd (Registered number: 12244473)

Notes to the Financial Statements
for the Period 1 November 2023 to 31 December 2024

1. STATUTORY INFORMATION

Crobio Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address are as below:

Registered number: 12244473

Registered office: No. 19f19
Mereside C/O Logistics No. 21
Alderley Park
Macclesfield
Cheshire
SK10 4TG

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.

Going Concern

The Directors acknowledge the continued losses of the company and the net liability position.

The Directors believe that it remains appropriate to prepare the financial statements on a going concern basis. In making this assessment, the Directors have considered a wide range of information relating to present and future conditions, including the current state of the balance sheet, future projections of profitability, cash flows and capital resources and the longer-term strategy of the business.

Intangible assets
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Patents and licences are being amortised evenly over their estimated useful life of twenty years.

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter.
Plant and machinery - 25% on reducing balance
Computer equipment - Straight line over 3 years

Investments in subsidiaries
Investments in subsidiary undertakings are recognised at cost.

Stocks
Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.


Crobio Ltd (Registered number: 12244473)

Notes to the Financial Statements - continued
for the Period 1 November 2023 to 31 December 2024

2. ACCOUNTING POLICIES - continued
Taxation
Taxation for the period comprises current and deferred tax. Tax is recognised in the Statement of Income and Retained Earnings, 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 using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the period end and 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.

Hire purchase and leasing commitments
Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is the shorter.

The interest element of these obligations is charged to profit or loss over the relevant period. The capital element of the future payments is treated as a liability.

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits
The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

3. EMPLOYEES AND DIRECTORS

The average number of employees during the period was 5 (2023 - 4 ) .

Crobio Ltd (Registered number: 12244473)

Notes to the Financial Statements - continued
for the Period 1 November 2023 to 31 December 2024

4. INTANGIBLE FIXED ASSETS
Patents
and
licences
£   
COST
At 1 November 2023 37,366
Additions 39,399
At 31 December 2024 76,765
AMORTISATION
At 1 November 2023 3,890
Amortisation for period 3,369
At 31 December 2024 7,259
NET BOOK VALUE
At 31 December 2024 69,506
At 31 October 2023 33,476

5. TANGIBLE FIXED ASSETS
Plant and Computer
machinery equipment Totals
£    £    £   
COST
At 1 November 2023 277 5,187 5,464
Additions 36,374 3,465 39,839
At 31 December 2024 36,651 8,652 45,303
DEPRECIATION
At 1 November 2023 6 3,197 3,203
Charge for period 1,643 1,748 3,391
At 31 December 2024 1,649 4,945 6,594
NET BOOK VALUE
At 31 December 2024 35,002 3,707 38,709
At 31 October 2023 271 1,990 2,261

Crobio Ltd (Registered number: 12244473)

Notes to the Financial Statements - continued
for the Period 1 November 2023 to 31 December 2024

5. TANGIBLE FIXED ASSETS - continued

Fixed assets, included in the above, which are held under hire purchase contracts are as follows:
Computer
equipment
£   
COST
At 1 November 2023 2,855
Reclassification/transfer (2,855 )
At 31 December 2024 -
DEPRECIATION
At 1 November 2023 1,478
Charge for period 671
Reclassification/transfer (2,149 )
At 31 December 2024 -
NET BOOK VALUE
At 31 December 2024 -
At 31 October 2023 1,377

6. FIXED ASSET INVESTMENTS
Shares in
group
undertakings
£   
COST
Additions 79
At 31 December 2024 79
NET BOOK VALUE
At 31 December 2024 79

The company's investments at the Balance Sheet date in the share capital of companies include the following:

Crobio Inc
Registered office: Corporation Service Company, 251 Little Falls Drive, Wilmington, Delaware, United States of America
Nature of business: Dormant
%
Class of shares: holding
Ordinary 100.00
31.12.24
£   
Aggregate capital and reserves (17,196 )
Loss for the period (17,275 )

Crobio Ltd (Registered number: 12244473)

Notes to the Financial Statements - continued
for the Period 1 November 2023 to 31 December 2024

7. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
31.12.24 31.10.23
£    £   
Amounts owed by group undertakings 17,493 -
Other debtors 337 24,964
Directors' current accounts 2,674 999
Tax 39,135 -
VAT 6,854 2,438
Prepayments 6,335 2,861
72,828 31,262

8. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
31.12.24 31.10.23
£    £   
Bank loans and overdrafts 32 31
Other loans - 499,517
Hire purchase contracts (see note 10) - 859
Trade creditors 13,154 2,212
Social security and other taxes 11,502 3,662
Other creditors 9,044 2,175
Pension creditor 1,148 454
Directors' current accounts 4,007 4,461
Accrued expenses 6,202 2,557
45,089 515,928

Other loans brought forward included secured convertible loans.

During the period, the company issued Series Seed Preferred shares. The loans brought forward were converted into a preferred equity interest, in line with the terms of the share issue.

9. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR
31.12.24 31.10.23
£    £   
Hire purchase contracts (see note 10) - 429

10. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Hire purchase contracts
31.12.24 31.10.23
£    £   
Net obligations repayable:
Within one year - 859
Between one and five years - 429
- 1,288

Crobio Ltd (Registered number: 12244473)

Notes to the Financial Statements - continued
for the Period 1 November 2023 to 31 December 2024

10. LEASING AGREEMENTS - continued

Non-cancellable operating leases
31.12.24 31.10.23
£    £   
Within one year 11,291 -

11. SECURED DEBTS

The following secured debts are included within creditors:

31.12.24 31.10.23
£    £   
Other loans - 499,517
Hire purchase contracts - 1,288
- 500,805

Convertible loan notes are secured through a floating charge against the present and future rights of the company. In the period ending 31st December 2024, all such convertible loans notes were converted into Series Seed Preferred equity shares.

12. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 31.12.24 31.10.23
value: £    £   
900 Ordinary £1 900 900
665 Series Seed Preferred £1 665 -
1,565 900

At the start of the year, 900 Ordinary shares of £1 were in issue.

On 19 April 2024, 435 Series Seed Preferred shares of £1 were issued at a premium of £3,193.94 per share, and 143 Series Seed Preferred share of £1 were issued at a premium of £1,541.27 per share.

On 17 July 2024, 87 Series Seed Preferred shares of £1 were issued at a premium of £3,193.94 per share.

13. RESERVES
Retained Share
earnings premium Totals
£    £    £   

At 1 November 2023 (348,288 ) 4,040 (344,248 )
Deficit for the period (565,476 ) (565,476 )
Bonus share issue - (148,645 ) (148,645 )
Cash share issue - 1,887,629 1,887,629
At 31 December 2024 (913,764 ) 1,743,024 829,260

Crobio Ltd (Registered number: 12244473)

Notes to the Financial Statements - continued
for the Period 1 November 2023 to 31 December 2024

14. DIRECTORS' ADVANCES, CREDITS AND GUARANTEES

The following advances and credits to directors subsisted during the period ended 31 December 2024 and the year ended 31 October 2023:

31.12.24 31.10.23
£    £   
R Mulhall
Balance outstanding at start of period 999 (567 )
Amounts advanced 2,215 1,656
Amounts repaid (540 ) (90 )
Amounts written off - -
Amounts waived - -
Balance outstanding at end of period 2,674 999

W Mulhall
Balance outstanding at start of period (4,461 ) (5,000 )
Amounts advanced 837 10,657
Amounts repaid (384 ) (10,118 )
Amounts written off - -
Amounts waived - -
Balance outstanding at end of period (4,008 ) (4,461 )

The above amount owed to the company by R Mulhall is interest free, and is repaid in full following the balance sheet date.

The above amount owed to W Mulhall by the company is interest free, and has no set terms of repayment.

15. RELATED PARTY DISCLOSURES

During the period, the company acquired 100% of the share capital in a USA company, Crobio Inc.

At the start of the period, the company was owed £nil, and at the end of the period the company was owed £17,493 (US$ 22,150) by Crobio Inc.

The loan is interest free and repayable on demand.

16. ULTIMATE CONTROLLING PARTY

The company is controlled by the directors by virtue of their shareholdings.