The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

T-Cypher Bio Limited is a private company limited by shares incorporated in England and Wales. The registered office is The Sherard Building 3rd Floor, Edmund Halley Road, Oxford Science Park, Oxford, United Kingdom, OX4 4DQ.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. 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 financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

In determining the appropriate basis of preparation of the financial statements for the year ended 31 December 2024, the Directors are required to consider whether the Company can continue in operational existence for the foreseeable future.

The Company is focused on identifying the next generation of T Cell receptor (TCR) therapies by finding undiscovered targets, isolating unique T cell clones and engineering TCR proteins. As this is early stage research and development work, the Company's operating expenses are expected to be high with no revenue anticipated in the short term. The Company is reliant on investors for future funding of the R&D work. In addition, it is reliant on the success of the research and commercialisation activities being undertaken by the Company.

In view of this, the directors have prepared cash flow forecasts for the period up to 31 December 2026 taking into account reasonable possible downsides. The Company is entirely reliant on funding from its parent company, T Cypher Bio Holdings Limited. T-Cypher Bio Holdings Limited is a non-trading company and transfers all the funding it receives to the Company.

In October 2021 T-Cypher Bio Holdings Limited received £2.775 million in equity funding from existing investors and immediately invested into the Company.

On 23 June 2023, T-Cypher Bio Holdings Limited successfully completed a Series A funding round for a total of £33.25 million divided into three tranches. The first tranche for £9.55 million, the second for £11.6 million and the final tranche for £12.1 million. All of the first tranche payment had been received before the end of June 2023 and payment of the second tranche completed by the end of October 2024. Payment of the third tranche, as was the case with the second tranche, is dependent on the achievement of certain milestones. It is expected that the milestones for the third tranche will be achieved and receipt of the funding is expected around the end of 2025.

However, until the Company receives the third tranche of funding, there is a material uncertainty that the Company will have sufficient cash to support itself for a period of at least 12 months. Nevertheless, taking account of the uncertainty, the forecasts and mitigating actions available, the Directors have assessed the current cash position of the Company and the scientific progress that has been made to date and have concluded that the Company can continue in operation, has adequate resources to meet its liabilities as they fall due and therefore continue as a going concern for at least the next 12 months. It is appropriate, therefore, to adopt the going concern basis of accounting for the preparation of these annual accounts.

The Board is of the opinion that in the event of any delays and funding arising from delays in the production of R&D data, several investors in T-Cypher Bio Holdings Limited will offer up their financial support by way of further equity investment into T-Cypher Bio Holdings Limited, if needed, for use by the Company

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that are recoverable.

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ 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.

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, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.

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 deducting all of its liabilities.

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

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

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

The fair value of the share options at the date of grant is determined using the Black-Scholes model. This model uses key assumptions including the risk-free rate, share price and volatility of the share price. The fair value of the options at the date of grant is then charged to the Profit and Loss Account over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each Balance Sheet date so that ultimately the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. The options have been granted over shares in the parent company and the directors have concluded that a reasonable allocation of the expense to be charged is for it to be allocated wholly to this company. This allocation is based on the time spent by the option-holders on the activities of the respective companies.

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

The average monthly number of persons (including directors) employed by the company during the year was:

Hire purchase contracts

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.

The auditor's report is unqualified and includes the following:

The Group operates two equity-settled share-based payment schemes: the EMI Option Scheme and the Demerger Options – 2020 Unapproved Share Option Scheme. The total charge recognised in the profit and loss account in respect of these schemes during the year was £64,591 (2024: £nil), with a corresponding credit to equity.

1. EMI Option Scheme

On 17 July 2024, the board approved the adoption of an Enterprise Management Incentive (EMI) share option scheme, granting options over the ordinary share capital of T-Cypher Bio Holdings Ltd to employees of its subsidiary, T-Cypher Bio Ltd.

• The scheme is open to all employees.

• Options vest over a period of three years on a pro-rata basis, subject to continued employment. Unvested options are forfeited if an employee leaves the Group.

• Once vested, options are exercisable between 3 and 10 years from the date of grant.

• All options were granted on 17 July 2024 and expire on 17 July 2034.

• The exercise price is £0.11 per share.

• A total of 1,591,000 options were granted during the year.

• During the year, 14,534 options lapsed.

• At year-end, 1,576,466 options remain outstanding.

The fair value of the options was determined using the Black-Scholes model. As the employees are employed by T-Cypher Bio Ltd, the share-based payment expense of £64,591 was recognised in the profit and loss account of T-Cypher Bio Ltd, with a corresponding increase in equity in T-Cypher Bio Holdings Ltd.

2. Demerger Options – 2020 Unapproved Share Option Scheme

As part of a demerger from Orbit Discovery Ltd on 21 December 2020, certain individuals previously holding options in Orbit Discovery Ltd were granted replacement options in T-Cypher Bio Holdings Ltd.

• No further options will be granted under this scheme.

• All options under this scheme are fully vested.

• The exercise price is £3.645 per share.

• The options expire on 21 December 2030.

• At both the beginning and end of the year, 23,133 options were outstanding.

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:

There were no post balance sheet events.

The Company is a wholly-owned subsidiary of T-Cypher Bio Holdings Limited. There is no one controlling party of T-Cypher Bio Holdings Limited.

Included in amounts owed to group undertakings is a debt of £28,413,292 (2023: £16,821,296) owed to T-Cypher Bio Holdings Limited, the parent company. This debt is unsecured, repayable on deferred terms as agreed with the parent company and currently interest-free.