REGISTERED NUMBER: 12698496

CLARIFY CLINICS UK LIMITED

UNAUDITED FINANCIAL STATEMENTS

FOR THE PERIOD 1 JULY 2023 TO 31 DECEMBER 2024

Page

Statement of Financial Position

1

Notes to the Financial Statements

2

FIXED ASSETS

Tangible assets

4

20,018

-

CURRENT ASSETS

Debtors

5

20,041

-

Cash in hand

2

1

20,043

1

CREDITORS

Amounts falling due within one year

6

(106,425

)

-

NET CURRENT (LIABILITIES)/ASSETS

(86,382

)

1

TOTAL ASSETS LESS CURRENT LIABILITIES

(66,364

)

1

CAPITAL AND RESERVES

Called up share capital

7

2

1

Retained earnings

(66,366

)

-

SHAREHOLDERS' FUNDS

(66,364

)

1

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.

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 23 November 2025 and were signed on its behalf by:

L M Maree - Director

1.	GENERAL INFORMATION

Clarify Clinics UK Limited is a private limited company (limited by shares) incorporated in England and Wales. The address of the registered office is 2nd Floor, 55 Ludgate Hill, London, United Kingdom, EC4M 7JW.

The principal activity was that of providing innovative medical detoxification treatments aimed at improving long-term health and wellness.

The company commenced trading during the period on 22 October 2024.

The average monthly number of employees, excluding directors, during the period was nil (2023: Nil).

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

The 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.

The following accounting principles have been applied:

Going concern

The directors consider the going concern basis to be appropriate, having paid due regard to the company's projected results during the twelve months from the date the financial statements are approved, and the anticipated cash flows, availability of bank facilities, and mitigating actions that can be taken during that period. Furthermore, the main related parties have confirmed that they will provide support for the foreseeable future.

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 end of reporting period can be measured reliably; and

- The costs incurred and costs to complete contract can be measured reliably.

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.

Tangible 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 - 20%

Clinic equipment - 20%

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.

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial instituitions repayable without penalty on notice of note more than 24 hours.

Debtors

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

Creditors

Short term creditors are measured at the transaction price.

3.	EMPLOYEES AND DIRECTORS

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

4.	TANGIBLE FIXED ASSETS

Fixtures

and

Clinic

fittings

equipment

Totals

£

£

£

Cost

Additions

12,915

7,782

20,697

At 31 December 2024

12,915

7,782

20,697

Depreciation

Charge for period

420

259

679

At 31 December 2024

420

259

679

Net book value

At 31 December 2024

12,495

7,523

20,018

5.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Other debtors

8,753

-

VAT

7,071

-

Prepayments

4,217

-

20,041

-

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade creditors

43,331

-

Amounts owed to group undertakings

51,936

-

Other creditors

1,260

-

Accruals

9,898

-

106,425

-

7.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2024

2023

value:

£

£

2

Ordinary

1

2

1

8.	RELATED PARTY TRANSACTIONS

Included in Note Six are amounts owed to group undertakings and other creditors, comprising companies in which the director D. Cohen holds directorships:

- £34,941 owed to Marker Diagnostics UK Limited as at 31 December 2024.

- £16,995 owed to Marker Therapeutics AG as at 31 December 2024.

- £1,260 owed to Magnus Terrence & Sons Inc as at 31 December 2024.

All amounts are interest free and repayable on demand.

9.	ULTIMATE CONTROLLING PARTY

The company is jointly owned by Clarify Bio Inc and Marker Therapeautics AG, each holding 50% of the issued share capital. As no individual or entity has control over the company, there is no ultimate controlling party.