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Registered number: 08841562










CHAIN BIOTECHNOLOGY LIMITED








UNAUDITED

FINANCIAL STATEMENTS

INFORMATION FOR FILING WITH THE REGISTRAR

FOR THE YEAR ENDED 31 DECEMBER 2024

 
CHAIN BIOTECHNOLOGY LIMITED
REGISTERED NUMBER: 08841562

BALANCE SHEET
AS AT 31 DECEMBER 2024

2024
2023
Note
£
£

Fixed assets
  

Tangible assets
 7 
89,387
120,264

  
89,387
120,264

Current assets
  

Debtors: amounts falling due within one year
 8 
288,540
156,068

Cash at bank and in hand
 9 
1,050,513
727,096

  
1,339,053
883,164

Creditors: amounts falling due within one year
 10 
(122,774)
(108,930)

Net current assets
  
 
 
1,216,279
 
 
774,234

Total assets less current liabilities
  
1,305,666
894,498

Creditors: amounts falling due after more than one year
 11 
(984,832)
(14,167)

  

Net assets
  
320,834
880,331


Capital and reserves
  

Called up share capital 
 15 
2,337
1,704

Share premium account
  
4,511,268
4,039,818

Profit and loss account
  
(4,192,771)
(3,161,191)

  
320,834
880,331


Page 1

 
CHAIN BIOTECHNOLOGY LIMITED
REGISTERED NUMBER: 08841562

BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2024

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.

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 by: 




Dr N C Moore
Director

Date: 16 May 2025

The notes on pages 4 to 13 form part of these financial statements.

Page 2

 
CHAIN BIOTECHNOLOGY 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
1,069
2,756,544
(1,984,264)
773,349


Comprehensive income for the year

Loss for the year
-
-
(1,176,927)
(1,176,927)

Shares issued during the year
635
1,283,274
-
1,283,909



At 1 January 2024
1,704
4,039,818
(3,161,191)
880,331


Comprehensive income for the year

Loss for the year
-
-
(1,031,580)
(1,031,580)

Convertible loan notes equity component
-
24,860
-
24,860

Shares issued during the year
633
446,590
-
447,223


At 31 December 2024
2,337
4,511,268
(4,192,771)
320,834


The notes on pages 4 to 13 form part of these financial statements.

Page 3

 
CHAIN BIOTECHNOLOGY LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

1.


General information

Chain Biotechnology Limited is a private company limited by share capital, incorporated in England and Wales. The registered office is 2 Communications Road, Greenham Business Park, Newbury, Berkshire, RG19 6AB.
The principal activity of the Company is microbiome therapeutics with a novel drug development platform.

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.

 
2.2

Going concern

The Directors have prepared detailed cash flow forecasts to satisfy themselves that the company will be able to operate for the foreseeable future and therefore that it is reasonable to adopt the going concern basis of preparation in the financial statements.
Such forecasts consider the operating expenditures, the access to funding, the ability to secure additional investment and possible mitigating actions to reduce the cost base.
In common with many businesses at this stage of development the company is dependent upon additional funding being obtained before the end of the going concern period. The company has made significant progress developing its programmes over the past year and whilst there is no reason to suggest that such funding will not be forthcoming, it has currently not been secured and this indicates the existence of an uncertainty which may cast significant doubt about the company’s ability to continue as a going concern. 

 
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.

Page 4

 
CHAIN BIOTECHNOLOGY LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.4

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:

Plant and machinery
-
12.5%
Office equipment
-
25%

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.

 
2.5

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.6

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.

Page 5

 
CHAIN BIOTECHNOLOGY LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.7

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.

Financial instruments are recognised in the Company's Balance sheet when the Company becomes party to the contractual provisions of the instrument.

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) 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 debtors due with the operating cycle fall into this category of financial instruments.

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 the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

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

Other financial instruments

Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.

Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.

Page 6

 
CHAIN BIOTECHNOLOGY LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.8

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.

 
2.9

Government grants

Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.
Grants of a revenue nature are recognised in the Statement of comprehensive income in the same period as the related expenditure.

 
2.10

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.

 
2.11

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.

 
2.12

Interest income

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

 
2.13

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.

Page 7

 
CHAIN BIOTECHNOLOGY LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.14

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

 
2.15

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.


 
2.16

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.


3.


Other operating income

2024
2023
£
£

Grant income
128,796
64,556

R&D expenditure credit
10,272
12,484

139,068
77,040


Page 8

 
CHAIN BIOTECHNOLOGY LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

4.


Operating loss

The operating loss is stated after charging:

2024
2023
£
£

Depreciation of tangible fixed assets
30,877
29,101

Exchange differences
3,803
2,646


5.


Employees

The average monthly number of employees, including directors, during the year was 11 (2023 - 12).


6.


Directors' remuneration

2024
2023
£
£

Directors' emoluments
134,563
91,143

Non-Executive Director fees
36,000
14,545

170,563
105,688



7.


Tangible fixed assets





Plant and machinery
Office equipment
Total

£
£
£



Cost or valuation


At 1 January 2024
255,008
10,067
265,075



At 31 December 2024

255,008
10,067
265,075



Depreciation


At 1 January 2024
136,125
8,686
144,811


Charge for the year on owned assets
30,506
371
30,877



At 31 December 2024

166,631
9,057
175,688



Net book value



At 31 December 2024
88,377
1,010
89,387



At 31 December 2023
118,883
1,381
120,264

Page 9

 
CHAIN BIOTECHNOLOGY LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

8.


Debtors

2024
2023
£
£


Other debtors
117,556
30,345

Prepayments and accrued income
6,481
3,424

Tax recoverable
164,503
122,299

288,540
156,068



9.


Cash and cash equivalents

2024
2023
£
£

Cash at bank and in hand
1,050,513
727,096

1,050,513
727,096



10.


Creditors: amounts falling due within one year

2024
2023
£
£

Bank loans
10,000
10,000

Trade creditors
39,800
63,269

Other taxation and social security
25,694
16,683

Other creditors
5,109
8,191

Accruals and deferred income
42,171
10,787

122,774
108,930


Page 10

 
CHAIN BIOTECHNOLOGY LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

11.


Creditors: amounts falling due after more than one year

2024
2023
£
£

Bank loans
4,167
14,167

Convertible loan
980,665
-

984,832
14,167


The convertible loan was issued in September 2024 for £1,000,000. The loan is convertible at the option of the loan note holder in the case of a qualifying external round or legal completion of an exit. If not converted earlier, then at the maturity of the loan, March 2026, the loan together with unpaid accrued interest will become due and payable together with a redemption premium.
The equity element of the convertible loan, of £24,860, has been posted to share premium during the year.
The convertible loan is secured on all company assets.


12.


Loans


Analysis of the maturity of loans is given below:


2024
2023
£
£

Amounts falling due within one year

Bank loans
10,000
10,000

Amounts falling due 1-2 years

Bank loans
4,167
14,167

Convertible loan
980,665
-



994,832
24,167



13.


Financial instruments

2024
2023
£
£

Financial assets


Financial assets measured at fair value through profit or loss
1,050,513
1,050,513



Page 11

 
CHAIN BIOTECHNOLOGY LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

14.


Deferred taxation


2023


£






At beginning of year
396,182


Charged to profit or loss
(396,182)



At end of year
-


15.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



962,104 (2023 - 962,104) Ordinary shares of £0.001 each
962
962
742,464 (2023 - 742,464) A Ordinary shares of £0.001 each
742
742
632,511 (2023 - Nil) A1 Ordinary shares of £0.001 each
633
-

2,337

1,704


On 15 November 2024, 632,511 A1 Ordinary shares of £0.001 each, were issued for total consideration of £499,999. Costs of £52,776 directly attributable to the share issue, and the equity element of the convertible loan of £24,860, were posted to share premium during the year.


16.


Pension commitments

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company  in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £15,906 (2023 - £13,819) Contributions totalling £4,899 (2023 - £3,220) were payable to the fund at the balance sheet date and are included in creditors.


17.


Related party transactions

During the year £13,150 (2023: £28,145) was charged to the Company by non-executive directors for consultancy services; this charge is included in administrative expenses.
During the year, new unapproved share options were granted to 3 non-executive directors. (2023: 2). At 31st December 2024, 3 non-executive directors (2023: 2) held unapproved share options in respect of ordinary shares of £0.001; the exercise price is £0.18 per share (2023: £6.53/£0.56).

Page 12

 
CHAIN BIOTECHNOLOGY LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

18.


Share options

The Chain Biotechnology Ltd Enterprise Management Incentive (EMI) Share Option Plan was
established on 5th September 2016, and subsequently replaced on 2nd February 2023, for the benefit of certain eligible employees. The Board of Directors administers the Schemes and determines the persons to whom awards will be granted and the number of shares to be granted.
Options granted under the Scheme are exercisable into ordinary shares of Chain Biotechnology Ltd.
Options granted vest and become exercisable on the sale of the Company where the option holder
remains in employment with the Company, or within 89 days of leaving date if an eligible employee
leaves the company. Options are non-transferable, and expire on the 10th anniversary of the date of grant.
New EMI share options were granted to 8 (2023: 8) employees and directors during the year at an exercise price of £0.18 per share (2023: £0.56). 
At 31 December 2024, 9 employees held a total of 257,391 EMI share options (2023:8 employees, 110,571 share options). 
The Company has also granted unapproved share options which are exercisable into ordinary shares of Chain Biotechnology Ltd. The Board of Directors administers the unapproved Scheme and determines the persons to whom awards will be granted and the number of shares to be granted. Options granted vest and become exercisable upon the occurrence of an Exit Event. Options are non-transferable, and expire on the 10th anniversary of the date of grant.
Options were granted to 4 people under the unapproved scheme during 2024 (2023: 3). 49,900 options were outstanding at 31 December 2024 (2023: 19,625), held by 5 people.
At 31st December 2024, 6 individuals held share options under the unapproved Scheme (2023: 3).


19.


Controlling party

No individual shareholder or group of shareholders holds a majority of voting rights. Therefore there is no parent entity or ultimate controlling party by virtue of shareholdings


Page 13