REGISTERED NUMBER: 12698496

CLARIFY CLINICS UK LIMITED

UNAUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Page

Statement of Financial Position

1

Notes to the Financial Statements

2

FIXED ASSETS

Tangible assets

4

15,879

20,018

CURRENT ASSETS

Debtors

5

102,407

20,041

Cash at bank

6

11,644

2

114,051

20,043

CREDITORS

Amounts falling due within one year

7

(175,034

)

(106,425

)

NET CURRENT LIABILITIES

(60,983

)

(86,382

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(45,104

)

(66,364

)

CAPITAL AND RESERVES

Called up share capital

8

2

2

Retained earnings

(45,106

)

(66,366

)

SHAREHOLDERS' FUNDS

(45,104

)

(66,364

)

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2025.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 December 2025 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 21 September 2026 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 comparative information relates to an accounting period from 01 July 2023 to 31 December 2024. The comparative amounts disclosed in the financial statements, including the accompanying notes, are not entirely comparable.

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

Tax is recognised in the Statement of income and retained earnings.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company operates and generates income.

Functional and presentation currency

The company's functional and presentational currency is GBP.

Foreign currency translation

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 the Statement of income and retained earnings 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 Statement of income and retained earnings within 'finance income or costs'. All other foreign exchange gains and losses are presented in the Statement of income and retained earnings within 'other operating income'.

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 year was NIL (2024 - NIL).

4.	TANGIBLE FIXED ASSETS

Fixtures

and

Clinic

fittings

equipment

Totals

£

£

£

Cost

At 1 January 2025

and 31 December 2025

12,915

7,782

20,697

Depreciation

At 1 January 2025

420

259

679

Charge for year

2,583

1,556

4,139

At 31 December 2025

3,003

1,815

4,818

Net book value

At 31 December 2025

9,912

5,967

15,879

At 31 December 2024

12,495

7,523

20,018

5.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade debtors

9,500

-

Amounts owed by group undertakings

25,291

-

Other debtors

50,225

8,753

VAT

-

7,071

Prepayments

17,391

4,217

102,407

20,041

6.	CASH AT BANK

2025

2024

£

£

Cash at bank and in hand

11,644

2

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade creditors

70,643

43,331

Amounts owed to group undertakings

73,297

51,936

VAT

22,900

-

Other creditors

2,344

1,260

Accruals

5,850

9,898

175,034

106,425

8.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

£

£

2

Ordinary

1

2

2

9.	RELATED PARTY TRANSACTIONS

Note 5 - Amounts due from related parties:

Group undertakings

- Marker Diagnostics UK Limited: £25,291 (2024: £34,941)

These balances are interest free and repayable on demand.

Note 7 - Amounts due to related parties:

Group undertakings

- Clarify Bio Inc: £16,219 (2024: £Nil)

- Clari AG: £57,078 (2024: £Nil)

- Marker Therapeutics AG: £Nil (2024: £16,995)

These balances are interest free and repayable on demand.

Other creditors - entities under common directorship

- Magnus Terrence & Sons Inc: £2,039 (2024: £1,260)

The balance includes accrued interest of £59 (2024: £Nil) charged at a non-compounding rate of 3% per annum.

Other creditors - director balance

- D. Cohen: £305 (2024: £Nil)

The balance includes accrued interest of £5 (2024: £Nil) charged at a non-compounding rate of 3% per annum.

10.	ULTIMATE CONTROLLING PARTY

The company is jointly owned by Clarify Bio Inc and Clari 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.

Following the year end, Clari AG acquired 100% of the issued share capital of the company, becoming the sole shareholder.