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Registered number: 12909273









CLOCK BIO LIMITED







UNAUDITED

FINANCIAL STATEMENTS

INFORMATION FOR FILING WITH THE REGISTRAR

FOR THE YEAR ENDED 31 DECEMBER 2024

 
CLOCK BIO LIMITED
REGISTERED NUMBER: 12909273

BALANCE SHEET
AS AT 31 DECEMBER 2024

2024
2023
Note
£
£

FIXED ASSETS
  

Intangible assets
 4 
43,155
-

Tangible assets
 5 
12,520
2,999

Investments
 6 
30,344
-

  
86,019
2,999

CURRENT ASSETS
  

Debtors: amounts falling due within one year
 7 
660,718
127,579

Cash at bank and in hand
  
2,753,797
1,084,000

  
3,414,515
1,211,579

Creditors: amounts falling due within one year
 8 
(117,769)
(3,302,010)

NET CURRENT ASSETS/(LIABILITIES)
  
 
 
3,296,746
 
 
(2,090,431)

TOTAL ASSETS LESS CURRENT LIABILITIES
  
3,382,765
(2,087,432)

  

NET ASSETS/(LIABILITIES)
  
3,382,765
(2,087,432)


CAPITAL AND RESERVES
  

Called up share capital 
 9 
21
10

Share premium account
  
7,611,977
41,725

Profit and loss account
  
(4,229,233)
(2,129,167)

  
3,382,765
(2,087,432)


The directors consider that the Company is entitled to exemption from audit under section 477 of the Companies Act 2006 and members have not required the Company to obtain an audit for the year in question in accordance with section 476 of the Companies Act 2006.

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.

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
Page 1

 
CLOCK BIO LIMITED
REGISTERED NUMBER: 12909273
    
BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2024


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 profit and loss account 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 by: 






M Gstoettner
Director

Date: 25 April 2025

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

Page 2

 
CLOCK BIO LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£


At 1 January 2023
10
41,725
(693,016)
(651,281)



Loss for the year
-
-
(1,436,151)
(1,436,151)



At 1 January 2024
10
41,725
(2,129,167)
(2,087,432)



Loss for the year
-
-
(2,100,066)
(2,100,066)

Shares issued during the year
11
7,570,252
-
7,570,263


AT 31 DECEMBER 2024
21
7,611,977
(4,229,233)
3,382,765


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

Page 3

 
CLOCK BIO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

1.


GENERAL INFORMATION

Clock Bio Limited is a private company limited by shares and incorporated in England and Wales. The Company's registered office address is Salisbury House, Station Road, Cambridge, CB1 2LA.
The Company's principal trading address is Clock Bio Ltd, Milner Therapeutics Institute, Jeffrey Cheah Biomedical Centre, University of Cambridge, Puddicombe Way, Cambridge CB2 0AW.
 

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 FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. 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 following principal accounting policies have been applied:

 
2.2

FOREIGN CURRENCY TRANSLATION

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Profit and Loss Account within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

 
2.3

OPERATING LEASES: THE COMPANY AS LESSEE

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

 
2.4

INTEREST INCOME

Interest income is recognised in profit or loss using the effective interest method.

Page 4

 
CLOCK BIO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.ACCOUNTING POLICIES (CONTINUED)

 
2.5

FINANCE COSTS

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.6

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.

 
2.7

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.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.


 
2.8

INTANGIBLE ASSETS

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

Page 5

 
CLOCK BIO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.ACCOUNTING POLICIES (CONTINUED)

 
2.9

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:

Office equipment
-
3 years straight-line

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.

 
2.10

VALUATION OF INVESTMENTS

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.11

DEBTORS

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

 
2.12

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.

 
2.13

CREDITORS

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.


3.


EMPLOYEES

The average monthly number of employees, including directors, during the year was 5 (2023 - 3).

Page 6

 
CLOCK BIO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

4.


INTANGIBLE ASSETS




Patents

£



COST


Additions
44,400



At 31 December 2024

44,400



AMORTISATION


Charge for the year on owned assets
1,245



At 31 December 2024

1,245



NET BOOK VALUE



At 31 December 2024
43,155



At 31 December 2023
-



Page 7

 
CLOCK BIO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

5.


TANGIBLE FIXED ASSETS





Office equipment

£



COST OR VALUATION


At 1 January 2024
5,997


Additions
14,140


Disposals
(5,997)



At 31 December 2024

14,140



DEPRECIATION


At 1 January 2024
2,998


Charge for the year on owned assets
3,286


Disposals
(4,664)



At 31 December 2024

1,620



NET BOOK VALUE



At 31 December 2024
12,520



At 31 December 2023
2,999

Page 8

 
CLOCK BIO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

6.


FIXED ASSET INVESTMENTS





Investments in subsidiary companies

£



COST OR VALUATION


Additions
30,344



At 31 December 2024
30,344





SUBSIDIARY UNDERTAKING


The following was a subsidiary undertaking of the Company:

Name

Registered office

Holding

Clock Bio GmbH
Austria
100%


7.


DEBTORS

2024
2023
£
£


Amounts owed by group undertakings
133,180
-

Other debtors
488,510
44,042

Prepayments and accrued income
39,028
83,537

660,718
127,579


Included within other debtors is a balance owed by a director to the Company of £392,729. This loan is non-interest bearing and has no fixed date for repayment.

Page 9

 
CLOCK BIO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

8.


CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024
2023
£
£

Trade creditors
22,594
108,716

Other taxation and social security
16,680
1,633

Other creditors
-
3,067,292

Accruals and deferred income
78,495
124,369

117,769
3,302,010


Other creditors include contributions of £NIL (2023 - £402) payable to the Company's defined contribution scheme at the balance sheet.
Included within other creditors as at 31 December 2023 was £3,066,890 of advance subscriptions for shares, which converted to capital during the year.


9.


SHARE CAPITAL

2024
2023
£
£
ALLOTTED, CALLED UP AND FULLY PAID



163,317 (2023 - 163,317) A Ordinary shares of £0.00001 each
2
2
1,004,072 (2023 - 800,000) Ordinary shares of £0.00001 each
10
8
407,325 (2023 - 0) Series Seed 1 Preferred shares of £0.00001 each
4
-
504,121 (2023 - 0) Series Seed 2 Preferred shares of £0.00001 each
5
-

21

10


Between 29 February 2024 and 30 April 2024 the Company issued 166,412 Ordinary shares of £0.00001  each, 407,325 Series Seed 1 Preferred shares of £0.00001 each and 504,121 Series Seed 2 Preferred shares of £0.00001 each  for total consideration of £7,793,804.


10.


COMMITMENTS UNDER OPERATING LEASES

At 31 December 2024 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2024
2023
£
£


Not later than 1 year
39,813
-

39,813
-

 
Page 10