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Registered number: NI645015










Overwatch Research Limited










Financial statements

For the Year Ended 31 January 2024

 
Overwatch Research Limited
Registered number: NI645015

Balance Sheet
As at 31 January 2024

2024
2023
Note
£
£

Fixed assets
  

Tangible assets
 5 
10,653
26,014

  
10,653
26,014

Current assets
  

Debtors: amounts falling due within one year
 6 
425,502
496,528

Cash at bank and in hand
 7 
486,697
1,201,684

  
912,199
1,698,212

Creditors: amounts falling due within one year
 8 
(281,447)
(586,481)

Net current assets
  
 
 
630,752
 
 
1,111,731

Total assets less current liabilities
  
641,405
1,137,745

  

Net assets
  
641,405
1,137,745


Capital and reserves
  

Called up share capital 
 9 
6
6

Share premium account
  
3,065,568
3,065,568

Share-based compensation reserve
  
3,603,864
1,839,271

Profit and loss account
  
(6,028,033)
(3,767,100)

  
641,405
1,137,745


The Company's financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

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 comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 15 April 2025.




Gangeun Chun
Director

The notes on pages 4 to 10 form part of these financial statements.
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Overwatch Research Limited
Registered number: NI645015

Balance Sheet (continued)
As at 31 January 2024


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Overwatch Research Limited
 

Statement of Changes in Equity
For the Year Ended 31 January 2024


Called up share capital
Share premium account
Share-based comp reserve
Profit and loss account
Total equity

£
£
£
£
£


At 1 February 2022
6
3,065,568
-
(1,252,799)
1,812,775


Comprehensive income for the year

Loss for the year
-
-
-
(2,514,301)
(2,514,301)

Share-based compensation
-
-
1,839,271
-
1,839,271



At 1 February 2023
6
3,065,568
1,839,271
(3,767,100)
1,137,745



Loss for the year
-
-
-
(2,260,933)
(2,260,933)

Share-based compensation
-
-
1,764,593
-
1,764,593
Total comprehensive income for the year
-
-
1,764,593
(2,260,933)
(496,340)


At 31 January 2024
6
3,065,568
3,603,864
(6,028,033)
641,405


The notes on pages 4 to 10 form part of these financial statements.

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Overwatch Research Limited
 

 
Notes to the Financial Statements
For the Year Ended 31 January 2024

1.


General information

The company is a private company limited by share capital, incorporated in Northern Ireland. The registration number and address of the registered office are given in the company information section of these financial statements. The financial statements cover the financial year to 31 January 2024.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

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 Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies.

The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
the requirements of Section 7 Statement of Cash Flows;
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d).

 
2.3

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue 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 revenue is recognised:

Rendering of services

Revenue 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 revenue 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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Overwatch Research Limited
 

 
Notes to the Financial Statements
For the Year Ended 31 January 2024

2.Accounting policies (continued)

 
2.4

Pensions

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.

 
2.5

Taxation

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.

 
2.6

Tangible fixed assets

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.

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:

Fixtures and fittings
-
2 - 7 years
Computer equipment
-
2 years

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.

 
2.7

Debtors

Short-term debtors are measured at transaction price, less any impairment.

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Overwatch Research Limited
 

 
Notes to the Financial Statements
For the Year Ended 31 January 2024

2.Accounting policies (continued)

 
2.8

Cash and cash equivalents

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.

 
2.9

Creditors

Short-term creditors are measured at the transaction price. 

 
2.10

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

The Company has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.

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 receivables, cash and bank balances, are initially measured at their transaction price including transaction costs 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 receivables due with the operating cycle fall into this category of financial instruments.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting date. 

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.

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Overwatch Research Limited
 

 
Notes to the Financial Statements
For the Year Ended 31 January 2024

2.Accounting policies (continued)


2.10
Financial instruments (continued)

Financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is 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 payables are initially measured at their transaction price after transaction costs. 

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities.

Trade payables 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.


3.


Going Concern

The Directors of Overwatch Research Limited have reviewed the resources available and believe that the Company has adequate resources to continue in operational existence for the foreseeable future.
Accordingly, Overwatch Research Limited continues to adopt the going concern basis in preparing the financial statements.

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Overwatch Research Limited
 

 
Notes to the Financial Statements
For the Year Ended 31 January 2024

4.


Employees

The average monthly number of employees, including the directors, during the year was as follows:


        2024
        2023
            No.
            No.







Employees
13
14


5.


Tangible fixed assets





Fixtures and fittings
Computer equipment
Total

£
£
£



Cost or valuation


At 1 February 2023
1,505
63,082
64,587


Additions
5,586
5,173
10,759


Disposals
(1,506)
(22,737)
(24,243)



At 31 January 2024

5,585
45,518
51,103



Depreciation


At 1 February 2023
729
37,844
38,573


Charge for the year on owned assets
887
15,793
16,680


Disposals
(794)
(14,009)
(14,803)



At 31 January 2024

822
39,628
40,450



Net book value



At 31 January 2024
4,763
5,890
10,653



At 31 January 2023
776
25,238
26,014

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Overwatch Research Limited
 

 
Notes to the Financial Statements
For the Year Ended 31 January 2024

6.


Debtors

2024
2023
£
£


Trade debtors
200,467
45,496

Amounts owed by group undertakings
34,700
169,473

Other debtors
133,349
230,878

Prepayments and accrued income
56,986
50,681

425,502
496,528



7.


Cash and cash equivalents

2024
2023
£
£

Cash at bank and in hand
486,697
1,201,684

486,697
1,201,684



8.


Creditors: Amounts falling due within one year

2024
2023
£
£

Trade creditors
-
203

Amounts owed to group undertakings
35,050
326,265

Other taxation and social security
33,023
1,113

Other creditors
15,347
23,089

Accruals and deferred income
198,027
235,811

281,447
586,481



9.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



34,126 (2023: 34,126) Ordinary Shares of £0.0001 each
3.41
3.41
8,248 (2023: 8,248) Preferred Ordinary Shares of £0.0001 each
0.82
0.82
13,300 (2023: 13,300) Seed Shares of £0.0001 each
1.33
1.33

5.56

5.56

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Overwatch Research Limited
 

 
Notes to the Financial Statements
For the Year Ended 31 January 2024

9.Share capital (continued)



10.


Reserves

Share-based compensation reserve

The share-based compensation reserve relates to the share based compensation scheme held for the employees of Overwatch Reseach Ltd. The shares are held in Benchling Inc. and therefore the share based compensation results in an other equity reserve.


11.


Pension commitments

The Company operates a defined contribution pension scheme for the benefit of staff. The assets of the scheme are administered by trustees in a fund independent from those of the Company. The scheme operates on a money purchase basis. The pension cost charge represents contributions paid by the Company to the fund and amounted to £49,488 (2022: £40,902).


12.


Controlling party

The ultimate controlling party is Benchling Inc, a company incorporated in the United States of America, by virtue of shareholding.


13.


Auditors' information

The auditors' report on the financial statements for the year ended 31 January 2024 was unqualified.

The audit report was signed on 15 April 2025 by Adrian Patton (Senior Statutory Auditor) on behalf of Sumer Auditco NI Limited.


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