Company registration number 04974481 (England and Wales)
OXFORD BIOTHERAPEUTICS LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
OXFORD BIOTHERAPEUTICS LTD
COMPANY INFORMATION
Directors
Dr J P Bizzari
Mr J L Gould
Dr C Rohlff (CEO)
Dr B R Seizinger (Chairman)
Company number
04974481
Registered office
Suite A, Second Floor, The Schrödinger Building
Heatley Road
Oxford Science Park
Oxford
United Kingdom
OX4 4GE
Auditor
FLB Audit LLP
1010 Eskdale Road
Winnersh Triangle
Wokingham
Berkshire
RG41 5TS
OXFORD BIOTHERAPEUTICS LTD
CONTENTS
Page
Strategic report
1 - 3
Directors' report
4 - 5
Independent auditor's report
6 - 8
Group statement of comprehensive income
9
Group statement of financial position
10
Company statement of financial position
11
Group statement of changes in equity
12
Company statement of changes in equity
13
Group statement of cash flows
14
Notes to the financial statements
15 - 35
OXFORD BIOTHERAPEUTICS LTD
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -

The directors present the strategic report for the year ended 31 December 2024.

Review of the business

Oxford BioTherapeutics (OBT) is a clinical stage oncology company with an innovative, first-in-class pipeline of antibody-drug conjugate (ADC) and immune-oncology (IO) based therapies. OBT’s strategy focuses on fulfilling unmet therapeutics needs in cancer, particularly for those cancer patient sub-populations that are either unresponsive or marginally responsive to conventional treatments. OBT’s commitment to the advancement of the field of cancer immunotherapy leverages on its ability to:

- Identify and validate novel targets through OGAP®, its proprietary target discovery cancer membrane proteomic database,

- Optimize multiple antibody and bi-specific technologies for immune-oncology,

- Create broad strategic alliances for rapid testing of candidate medicines in numerous cancer types.

The company achieved the following operational milestones and generated significant collaboration milestone and revenue payments in 2024/25:

- Longstanding collaborator Boehringer Ingelheim acquired a fourth license for the development of novel antibody-based cancer treatments for a target identified by OBT. The target was discovered using OBT’s novel proprietary OGAP® splice variant discovery platform and the option exercise triggers a milestone payment to OBT. This decision by Boehringer further validates the potential of our discovery platform and reflects our shared commitment to bring promising targets addressing unmet medical needs in cancer treatment.

- OBT/Zymeworks collaboration: In October 2024 OBT entered into a strategic collaboration with Zymeworks to discover novel targets for antibody-based therapeutics for the treatment of cancer. This new collaboration aims to identify multiple novel oncology targets for Zymeworks.

- Post balance sheet event: OBT/Roche collaboration: in February 2025, OBT entered into a strategic collaboration with Roche to discover novel targets for antibody-based therapeutics for the treatment of cancer. This exciting new collaboration leverages OBT’s proprietary OGAP®-Verify discovery platform and Roche’s drug development expertise to advance multiple selected novel oncology targets. OBT is to receive up to US $36 million upfront payments and may be eligible to receive milestone payments potentially exceeding US $1 billion, as well as royalties.

Finances & Operations

- Despite a financial climate that has been challenging for many biotech companies in 2024, OBT continued to be fully self-funding, supporting all business operations and internal R&D through partnership revenues.

- The year 2024 saw OBT demonstrate, for a consecutive fourth year, zero bank debt status.

- OBT continues to demonstrate that the company will not only be securely funded throughout 2025 but that we are committed to continuing to multiply value for our shareholders.

OBT’s existing R&D partnerships fully funded OBT’s clinical activities in 202 4 and strengthened its balance sheet and will continue to ensure it is securely funded through 2025 and beyond. The directors are confident that OBT will continue its excellent progress on all fronts in 2025, following the current path of success as a risk-diversified multi-drug enterprise by combining the breadth of our cutting-edge internal drug development pipeline with our high-quality, extensive and revenue-generating partnered drug pipeline.

Financial Key Performance Indicators

Total revenue in the year increased from £18.0m to £20.7m, due to management’s reassessment of obligations in relation to upfront licences which has resulted in the release of £7.9m of revenue that was previously deferred. This has also resulted in the Group’s gross profit increasing from £17.2m to £20.2m. Administrative expenses decreased from £20.0m to £17.6m as a result of increased operational efficiencies and economies of scale.

The above revenue increases and decreases in administrative expenses have flowed through to the Group's operating profit. The Group has made an operating profit of £2.6m compared to an operating loss of £2.8m in 2023.

OXFORD BIOTHERAPEUTICS LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
Principal risks and uncertainties

The directors consider a number of key risks and uncertainties that could impact the performance and position of the group, which include:

Revenue diversification

The AbbVie acquisition of one of OBT’s collaboration partners, ImmunoGen, Inc., was completed on February 12th, 2024. Ongoing revenues from the collaboration formed a relatively small part of OBT’s overall income. Since then, OBT has taken important steps to diversify its revenues by signing new R&D collaborations with Roche and Zymeworks, thereby mitigating any risks from losing revenues from a single OBT partnership.

Inflation and Russia/​Ukraine conflict

Whilst inflation has been falling in major western economies, the company continues to face challenges arising from persistent high levels – both as a result of the macro-economic environment and ongoing impact from the Russia/​Ukraine conflict. This directly affects OBT’s profitability through increased operating expenses, particularly with regards to staff costs. OBT continues to monitor the situation closely and seeks to mitigate any effects on staff retention by offering other non-payroll related benefits to staff such as share options and training, as well as continuing to make operational efficiencies. Recent softness in the life sciences employment market, particularly in the US, already appears to be feeding through to less inflationary pressures.

Foreign exchange rates

Foreign exchange rates remained volatile during 2024, not least of which as a result of the divergent monetary policy among major central banks. Geopolitical tensions, such as ongoing trade disputes and the lingering effects of Brexit, also played a role in currency volatility. OBT receives most of its income from US and Euro denominated sources, which is naturally hedged to a significant extent through matching expenditures in those denominations as much as possible. We continue to closely monitor these factors and adapt our currency risk management strategies accordingly. While we expect currency fluctuations to persist in 2025 and beyond, we remain committed to minimising their impact on our financial performance through effective hedging, diversification, and operational alignment.

Future developments

At OBT, innovation is at the core of what we do. OBT is making continuous enhancements to our OGAP®-Verify database to accurately reflect patient tumours and the tumour microenvironment. These improvements will enable us to select targets tailored for antibody-therapeutic and IO treatments, improving cancer patient outcomes. By partnering with clinical research organisations and pharmaceutical leaders in the industry, we are able to accelerate the development and commercialisation of our targets and at the same time uphold the highest standards of quality and ethical conduct that is integral to our operations.

Despite recent progress in ADC development, only 10% of cancer patients are currently eligible for treatment with FDA approved ADCs. ADC-target expression on patient tumours is a major factor in determining whether patients are eligible for approved therapies. Despite this large pool of patients with no approved ADC treatment options, fewer than 5% of new ADCs entering clinical development each year are directed to novel targets. OBT’s continued enhancements to OGAP®-Verify, its quantitative membrane protein target discovery platform, enable it to identify first-in-class targets to treat patients who are currently ineligible for existing ADC treatments. With its enhanced sensitivity, OGAP®-Verify can detect protein expression levels as low as 50 copies-per-cell (which is 40X more sensitive than Immunohistochemistry (IHC)), uncovering targets missed by mRNA analysis. Moreover, it provides insights into normal tissue expression, improving target selection and accelerating the drug target discovery process. By evaluating factors such as therapeutic index, antigen density and benchmarking against known clinical ADC targets during target selection, OGAP®-Verify enhances the likelihood of success in ADC development.

Key performance indicators

The success of our ongoing strategy for 2025 will be measured as follows:

- Successful launch of OGAP-Verify

- Continued progress with the phase 1b trials of our lead internal candidate, OBT076

- Additional milestones arising from our Boehringer partnership, including Boehringer acquiring a Fourth License for a target identified by OBT.

- Additional novel R&D partnerships with Roche and Zymeworks.

OXFORD BIOTHERAPEUTICS LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -
Financial instruments

The Group uses a variety of financial instruments including cash, cash equivalents and various items, such as trade debtors and trade creditors which arise directly from its operations. Cash and cash equivalents include cash at bank and in hand, as well as short-term deposits or bonds with maturities of three months or less. The Group does not enter into derivative financial instruments for speculative purposes, but may use currency options to support the company’s primary currency mitigation strategy of naturally hedging costs against currency incomes. The Group's exposure to credit risk, liquidity risk, and market risk related to financial instruments is managed as follows:

- Credit risk is deemed to be low due to the nature of our collaborators.

- The Group manages currency and liquidity risk by ensuring sufficient liquidity to meet its foreseeable needs, regularly reviewing its cash position, and monitoring cash flows quarterly. Other market risks are discussed in the principal risks and uncertainties above.

Research and development

In the next five years, we anticipate that OBT will have further established itself as a key player in the ADC and T-Cell Engager space, with a reputation for innovation, scientific excellence, and commitment to improving patient outcomes. Leveraging our proprietary OGAP®-Verify platform, we expect that we will have expanded and diversified our pipeline of first-in-class therapies, demonstrating efficacy and safety in clinical trials across multiple indications. Our internal and partnered pipelines will be advancing towards approval, poised to bring much-needed therapies to patients worldwide.

Our fully integrated approach to antibody-based therapeutic development will have yielded several successful candidates progressing through regulatory milestones towards commercialisation. Additionally, collaborations utilising our OGAP®-Verify platform will have resulted in fruitful partnerships with industry leaders, further validating the strength and versatility of our target discovery technology.

Furthermore, we plan to expand our global footprint, with strategic alliances and licensing agreements facilitating patient access to new disease targets.

On behalf of the board

Dr B R Seizinger (Chairman)
Director
1 September 2025
OXFORD BIOTHERAPEUTICS LTD
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 4 -

The directors present their annual report and financial statements for the year ended 31 December 2024.

Principal activities

The principal activity of the company and group continued to be that of research and development of antibody based therapies for cancer.

Results and dividends

The results for the year are set out on page 9.

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

No preference dividends were paid. The directors do not recommend payment of a final dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Dr J P Bizzari
Mr J L Gould
Dr C Rohlff (CEO)
Dr B R Seizinger (Chairman)
Qualifying third party indemnity provisions

The company has made qualifying third party indemnity provisions for the benefit of its directors during the year. These provisions remain in force at the reporting date.

Post reporting date events

In February 2025, OBT entered into a strategic collaboration with Roche to discover novel targets for antibody-based therapeutics for the treatment of cancer. This exciting new collaboration leverages OBT’s proprietary OGAP®-Verify discovery platform and Roche’s drug development expertise to advance multiple selected novel oncology targets. OBT is to receive up to US $36 million upfront payments and may be eligible to receive milestone payments potentially exceeding US $1 billion, as well as royalties.

Auditor

In accordance with the company's articles, a resolution proposing that FLB Audit LLP be reappointed as auditor of the group will be put at a General Meeting.

OXFORD BIOTHERAPEUTICS LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 5 -
Statement of directors' responsibilities

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

- select suitable accounting policies and then apply them consistently;

- make judgements and accounting estimates that are reasonable and prudent;

- state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

Strategic report

The group has chosen, in accordance with Companies Act 2006, s. 414C(11), to set out in the group's strategic report information required by Sch. 7 to the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (SI 2008/410) to be contained in the directors' report. It has done so in respect of future developments, research and development and financial instruments.

Medium-sized companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

On behalf of the board
Dr C Rohlff (CEO)
Director
1 September 2025
OXFORD BIOTHERAPEUTICS LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF OXFORD BIOTHERAPEUTICS LTD
- 6 -
Opinion

We have audited the financial statements of Oxford Biotherapeutics Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the group statement of comprehensive income, the group statement of financial position, the company statement of financial position, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

- give a true and fair view of the state of the group's and the parent company's affairs as at 31 December 2024 and of the group's profit for the year then ended;

- have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

- have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

- T he information given in the strategic report and the directors' r eport for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- The strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

OXFORD BIOTHERAPEUTICS LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF OXFORD BIOTHERAPEUTICS LTD
- 7 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identifie d material misstatements in the strategic report or the directors' r eport.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

- adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

- the parent company financial statements are not in agreement with the accounting records and returns; or

- certain disclosures of directors' remuneration specified by law are not made; or

- we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the directors' r esponsibilities s tatement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the parent company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We obtained an understanding of the legal and regulatory frameworks within which the company operates, focusing on those laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements. The laws and regulations we considered in this context were the Companies Act 2006 and Taxation legislation.

We identified the greatest risks of material impact on the financial statements from irregularities, including fraud, to be the override of controls by management and revenue recognition. Our audit procedures to respond to management override risks included enquiries of management about their own identification and assessment of the risks of irregularities, sample testing on the posting of journals and reviewing accounting estimates for biases. Our audit procedures to respond to revenue recognition risks included detailed review of underlying contracts against revenue recognition assessment and applicable accounting standards, testing of income across the year to agree to supporting documentation, and reviewing income received post year end to ensure this has been recognised correctly.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

These inherent limitations are particularly significant in the case of misstatement resulting from fraud as this may involve sophisticated schemes designed to avoid detection, including deliberate failure to record transactions, collusion or the provision of intentional misrepresentations.

OXFORD BIOTHERAPEUTICS LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF OXFORD BIOTHERAPEUTICS LTD
- 8 -

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Daniel Wesolowski
For and on behalf of FLB Audit LLP
2 September 2025
Statutory Auditor
1010 Eskdale Road
Winnersh Triangle
Wokingham
Berkshire
RG41 5TS
OXFORD BIOTHERAPEUTICS LTD
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
- 9 -
2024
2023
Notes
£
£
Turnover
3
20,747,184
17,973,731
Cost of sales
(554,085)
(766,233)
Gross profit
20,193,099
17,207,498
Administrative expenses
(17,638,721)
(20,040,867)
Other operating income
4,138
16,219
Operating profit/(loss)
4
2,558,516
(2,817,150)
Interest receivable and similar income
7
17,602
59,961
Interest payable and similar expenses
8
(32,808)
(61,960)
Profit/(loss) before taxation
2,543,310
(2,819,149)
Tax on profit/(loss)
9
1,016,851
1,468,744
Profit/(loss) for the financial year
3,560,161
(1,350,405)
Other comprehensive income
Currency translation (loss)/gain taken to retained earnings
(23,348)
43,772
Total comprehensive profit/(loss) for the year
3,536,813
(1,306,633)
Total comprehensive profit/(loss) for the year is all attributable to the owners of the parent company.
OXFORD BIOTHERAPEUTICS LTD
GROUP STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2024
31 December 2024
- 10 -
2024
2023
Notes
£
£
£
£
Fixed assets
Tangible assets
11
699,916
1,028,993
Investments
12
2
2
699,918
1,028,995
Current assets
Debtors
15
5,264,830
6,083,931
Cash at bank and in hand
4,757,244
9,852,718
10,022,074
15,936,649
Creditors: amounts falling due within one year
16
(7,224,869)
(8,744,441)
Net current assets
2,797,205
7,192,208
Total assets less current liabilities
3,497,123
8,221,203
Creditors: amounts falling due after more than one year
17
(1,422,088)
(9,836,927)
Net assets/(liabilities)
2,075,035
(1,615,724)
Capital and reserves
Called up share capital
23
2,707,838
2,707,408
Share premium account
31,592,739
31,503,395
Other reserves
538,711
474,539
Profit and loss reserves
(32,764,253)
(36,301,066)
Total equity
2,075,035
(1,615,724)

These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.

The financial statements were approved by the board of directors and authorised for issue on 1 September 2025 and are signed on its behalf by:
01 September 2025
Dr C Rohlff (CEO)
Director
Company registration number 04974481 (England and Wales)
OXFORD BIOTHERAPEUTICS LTD
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024
31 December 2024
- 11 -
2024
2023
Notes
£
£
£
£
Fixed assets
Tangible assets
11
187,912
308,371
Investments
12
85,420
6,063
273,332
314,434
Current assets
Debtors
15
4,958,396
6,091,683
Cash at bank and in hand
4,622,357
9,719,728
9,580,753
15,811,411
Creditors: amounts falling due within one year
16
(6,388,858)
(7,648,645)
Net current assets
3,191,895
8,162,766
Total assets less current liabilities
3,465,227
8,477,200
Creditors: amounts falling due after more than one year
17
(1,317,648)
(9,626,835)
Net assets/(liabilities)
2,147,579
(1,149,635)
Capital and reserves
Called up share capital
23
2,707,838
2,707,408
Share premium account
31,592,739
31,503,395
Other reserves
464,727
406,977
Profit and loss reserves
(32,617,725)
(35,767,415)
Total equity
2,147,579
(1,149,635)

As permitted by s408 Companies Act 2006, the c ompany has not presented its own profit and loss account and related notes. The c ompany’s profit for the year was £3,149,690 (2023 loss - £1,104,426).

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

The financial statements were approved by the board of directors and authorised for issue on 1 September 2025 and are signed on its behalf by:
01 September 2025
Dr C Rohlff (CEO)
Director
Company registration number 04974481 (England and Wales)
OXFORD BIOTHERAPEUTICS LTD
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 12 -
Share capital
Share premium account
Share based payment reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
Balance at 1 January 2023
2,707,408
31,503,395
417,313
(34,994,433)
(366,317)
Year ended 31 December 2023:
Loss for the year
-
-
-
(1,350,405)
(1,350,405)
Other comprehensive income:
Currency translation differences
-
-
-
43,772
43,772
Total comprehensive income
-
-
-
(1,306,633)
(1,306,633)
Share based payments
22
-
-
57,226
-
57,226
Balance at 31 December 2023
2,707,408
31,503,395
474,539
(36,301,066)
(1,615,724)
Year ended 31 December 2024:
Profit for the year
-
-
-
3,560,161
3,560,161
Other comprehensive income:
Currency translation differences
-
-
-
(23,348)
(23,348)
Total comprehensive income
-
-
-
3,536,813
3,536,813
Issue of share capital
23
430
89,344
-
-
89,774
Share based payments
22
-
-
64,172
-
64,172
Balance at 31 December 2024
2,707,838
31,592,739
538,711
(32,764,253)
2,075,035
Share premium account
The share premium account includes any premiums received on the issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium.
Profit and loss reserves
The profit and loss reserves include all cumulative retained profit and losses, net of dividends paid and other adjustments.
Share based payment reserve
The share based payment reserve represents the cumulative share based payment charges recognised by the Group in relation to employee share options in issue and their respective vesting charges to the reporting date.
OXFORD BIOTHERAPEUTICS LTD
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 13 -
Share capital
Share premium account
Share based payment reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
Balance at 1 January 2023
2,707,408
31,503,395
364,271
(34,662,989)
(87,915)
Year ended 31 December 2023:
Loss and total comprehensive income for the year
-
-
-
(1,104,426)
(1,104,426)
Share based payments
22
-
-
42,706
-
42,706
Balance at 31 December 2023
2,707,408
31,503,395
406,977
(35,767,415)
(1,149,635)
Year ended 31 December 2024:
Profit and total comprehensive income
-
-
-
3,149,690
3,149,690
Issue of share capital
23
430
89,344
-
-
89,774
Share based payments
22
-
-
57,750
-
57,750
Balance at 31 December 2024
2,707,838
31,592,739
464,727
(32,617,725)
2,147,579
Share premium account
The share premium account includes any premiums received on the issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium.
Profit and loss reserves
The profit and loss reserves include all cumulative retained profit and losses, net of dividends paid and other adjustments.
Share based payment reserve
The share based payment reserve represents the cumulative share based payment charges recognised by the Group in relation to employee share options in issue and their respective vesting charges to the reporting date.
OXFORD BIOTHERAPEUTICS LTD
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 14 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash absorbed by operations
29
(7,592,902)
(8,951,585)
Income taxes refunded
2,791,169
-
0
Net cash outflow from operating activities
(4,801,733)
(8,951,585)
Investing activities
Purchase of tangible fixed assets
(30,726)
(187,059)
Proceeds from disposal of tangible fixed assets
-
14,801
Interest received
17,602
59,961
Net cash used in investing activities
(13,124)
(112,297)
Financing activities
Proceeds from issue of shares
19,823
-
Payment of finance leases obligations
(267,486)
(304,852)
Interest paid
(32,808)
(61,960)
Net cash used in financing activities
(280,471)
(366,812)
Net decrease in cash and cash equivalents
(5,095,328)
(9,430,694)
Cash and cash equivalents at beginning of year
9,852,718
19,268,263
Effect of foreign exchange rates
(146)
15,149
Cash and cash equivalents at end of year
4,757,244
9,852,718
OXFORD BIOTHERAPEUTICS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 15 -
1
Accounting policies
Company information

Oxford Biotherapeutics Ltd (“the company”) is a private company limited by shares, domiciled and incorporated in England and Wales. The registered office is Suite A, Second Floor, The Schrödinger Building, Heatley Road, Oxford Science Park, Oxford, United Kingdom, OX4 4GE. Company registration number 04974481 (England and Wales).

The group consists of Oxford Biotherapeutics Ltd and all of its subsidiaries.

1.1
Accounting convention

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.

The financial statements are prepared and presented in British pounds sterling, which is the functional currency of the parent company. Oxford Biotherapeutics Inc., a subsidiary of the group, has a functional currency of United States Dollars. Monetary a mounts in these financial statements are rounded to the nearest whole pound, being the chosen presentational currency of the Group.

The parent company has taken advantage of the exemption from preparing a statement of cash flows, on the basis that it is a qualifying entity and the group statement of cash flows, included in these financial statements, includes the company's cash flows.

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

1.2
Business combinations

In the parent company financial statements, t he cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. I nvestments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Oxford Biotherapeutics Ltd together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

All financial statements are made up to 31 December 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the g roup.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

OXFORD BIOTHERAPEUTICS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 16 -

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

1.4
Going concern

The financial statements have been prepared on the going concern basis which the Directors believe to be appropriate as 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 group can continue in operational existence for a period of at least 12 months from the approval of these financial statements (“going concern assessment period”). The Directors have prepared forecasts based on the pipeline of prospective and secured contracts and these forecasts indicate that the group will continue to meet its liabilities as they fall. Consequently, the directors are confident that the group will have sufficient funds to continue at least 12 months from the date of approval of the financial statements and therefore have prepared the financial statements on a going concern basis.

1.5
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for services and licences 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.

Turnover in respect of milestone delivery varies depending on whether the Group has continuing obligations to fulfil to a customer. Where there are no contracted or inferred obligations management have determined that the revenue can be recognised at a point in time. Where there are interpreted to be continuing obligations, m anagement have determined that revenue shall be recognised over the period during which those obligations are expected to be provided.

Turnover in respect of upfront fees granting access to technologies is recognised evenly over the research term to which they apply.

Turnover in respect of research and development services is recognised over time in line with the delivery of the obligations.

Turnover in respect of upfront license and option payments are recognised evenly over the expected duration of obligations associated with such payments.

1.6
Research and development expenditure

Expenditure on research activities is recognised in the profit and loss account as an expense as incurred.

Expenditure on development activities may be capitalised if the product or process is technically and commercially feasible and the Company intends and has technical ability and sufficient resources to complete development, future economic benefits are probable and if the Company can measure reliably the expenditure attributable to the intangible asset during its development. Development activities involve design for, construction or testing of the production of new or substantially improved products or processes. The expenditure capitalised includes the cost of materials, direct labour and an appropriate proportion of overheads and capitalised borrowing costs. Other development expenditure is recognised in the profit and loss account as an expense as incurred. Capitalised development expenditure is stated at cost less accumulated amortisation and less accumulated impairment losses.

1.7
Intangible fixed assets other than goodwill

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

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

OXFORD BIOTHERAPEUTICS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 17 -

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:

Trademarks, patents & licences
33% straight line
1.8
Tangible fixed assets

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:

Leasehold improvements
Straight line over the life of the lease
Plant and equipment
20% straight line
Fixtures and fittings
33% and 25% straight line

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 recognised in the income statement.

1.9
Fixed asset investments

I nterests in subsidiaries and other unlisted investments are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

Other unlisted investments are equity interests in entities over which the group does not exert control, significant influence or joint control.

1.10
Impairment of fixed assets

At each reporting period end date, the group 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.

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

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.

OXFORD BIOTHERAPEUTICS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 18 -

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.

1.11
Cash and cash equivalents

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.

1.12
Financial instruments

The group 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 group's statement of financial position when the group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset and 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

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 m ethod 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.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

OXFORD BIOTHERAPEUTICS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 19 -
Classification of 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 group after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors 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 paymen ts 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.

Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.13
Equity instruments

Equity instruments issued by the group 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 group.

OXFORD BIOTHERAPEUTICS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 20 -
1.14
Taxation

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

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement 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 group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

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 income statement, 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 if, and only if, there is 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.

1.15
Employee benefits

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.

1.16
Retirement benefits

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group 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 Group in independently administered funds.

1.17
Share-based payments

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black Scholes model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

The expense in relation to options over the parent company’s shares granted to employees of a subsidiary is recognised by the c ompany as a capital contribution, and presented as an increase in the company’s investment in that subsidiary.

OXFORD BIOTHERAPEUTICS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 21 -

When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.

Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

1.18
Leases

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 statement of financial position 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 lease d asset are consumed.

OXFORD BIOTHERAPEUTICS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 22 -
1.19
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

Consolidated within the Group financial statements are the results and financial position of a foreign subsidiary undertaking. Items included in the financial statements of each of the entities in the Group are measured using the currency of the primary economic environment in which the Group operates (the functional currency). The functional currency is British Pounds Sterling. The Company financial statements are presented in sterling.

(i) 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 profit and loss account.

(ii) Translation

The trading results of Group undertakings that have a different functional currency from that of the group are translated into sterling at the average exchange rate for the year. Their assets and liabilities, including goodwill and fair value adjustments arising on acquisition, are translated at the exchange rate as at the year end.

Exchange adjustments arising from the retranslation of opening net investments and from the translation of the profits or losses at average rates are recognised in ‘Other comprehensive income’.

OXFORD BIOTHERAPEUTICS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 23 -
2
Judgements and key sources of estimation uncertainty

In the application of the group’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.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Turnover

Turnover in respect of research and development services is recognised by reference to the completion of specific targets. Management has determined that the most appropriate recognition of turnover in respect of upfront license and option payments is to recognise this evenly over the expected duration of obligations associated with such payments. Duration of obligations is considered to be a key area where management applies judgements, and these are reviewed on an annual basis and adjustments are made based on the latest information available.

Management have reassessed the duration of obligations for turnover in respect of upfront licenses during the year. Management have judged that the obligations associated with this are likely to be negligible and therefore have concluded that the revenue should be accelerated to recognise the remaining balance within the year to 31 December 2024. Management’s reassessment has resulted in the release of £7.9m of revenue that was previously deferred.

Milestone based recognition

Milestone based recognition varies depending on whether the Group has continuing obligations to fulfil to a customer. Where there are no contracted or inferred obligations management have determined that the revenue can be recognised at a point in time. Where there are interpreted to be continuing obligations, management have determined that revenue shall be recognised over the period during which those obligations are expected to be provided.

Management have decided that a contract milestone for early-stage clinical work should be recognised on a straight line basis over an agreed term. This decision was taken on the basis that early-stage clinical work requires the needs for significant additional obligations such as defending the intellectual property and provision of information and support to the collaborative partner.

3
Turnover and other revenue
2024
2023
£
£
Turnover analysed by class of business
Research and development
20,747,184
17,973,731
OXFORD BIOTHERAPEUTICS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
3
Turnover and other revenue
(Continued)
- 24 -
2024
2023
£
£
Turnover analysed by geographical market
Europe
16,187,840
11,947,796
United States
4,052,277
6,025,935
Canada
507,067
-
20,747,184
17,973,731
2024
2023
£
£
Other revenue
Interest income
17,602
59,961
4
Operating profit/(loss)
2024
2023
£
£
Operating profit/(loss) for the year is stated after charging/(crediting):
Exchange losses
261,284
457,359
Research and development costs
8,083,369
9,475,221
Fees payable to the group's auditor for the audit of the group's financial statements
47,250
45,000
Depreciation of owned tangible fixed assets
127,955
280,333
Depreciation of tangible fixed assets held under finance leases
231,848
113,851
Profit on disposal of tangible fixed assets
(500)
(574)
Amortisation of intangible assets
-
7,731
Share-based payments
64,172
57,250
Operating lease charges
979,603
1,025,830
5
Employees

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

Group
Company
2024
2023
2024
2023
Number
Number
Number
Number
Research and development
30
33
8
8
Management and administration
13
13
11
10
Total
43
46
19
18
OXFORD BIOTHERAPEUTICS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
5
Employees
(Continued)
- 25 -

Their aggregate remuneration comprised:

Group
Company
2024
2023
2024
2023
£
£
£
£
Wages and salaries
5,337,530
5,337,144
2,673,373
2,131,347
Social security costs
461,961
384,950
298,677
210,746
Pension costs
274,311
249,461
180,396
159,204
6,073,802
5,971,555
3,152,446
2,501,297
6
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
741,123
609,864
Company pension contributions to defined contribution schemes
38,998
37,250
780,121
647,114

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2023 - 1).

Remuneration disclosed above includes the following amounts paid to the highest paid director:
2024
2023
£
£
Remuneration for qualifying services
620,326
483,960
Company pension contributions to defined contribution schemes
38,998
37,250
7
Interest receivable and similar income
2024
2023
£
£
Interest income on financial assets measured at amortised cost:
Interest on bank deposits
17,602
59,961
8
Interest payable and similar expenses
2024
2023
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
321
47,124
Interest on finance leases and hire purchase contracts
32,487
14,836
Total finance costs
32,808
61,960
OXFORD BIOTHERAPEUTICS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 26 -
9
Taxation
2024
2023
£
£
Current tax
UK R&D corporation tax credit for the current period
(661,537)
(1,330,170)
Adjustments in respect of prior periods
(357,219)
(23,047)
Total UK current tax
(1,018,756)
(1,353,217)
Foreign current tax on profits for the current period
1,905
(115,527)
Total current tax
(1,016,851)
(1,468,744)

The actual credit for the year can be reconciled to the expected charge/(credit) for the year based on the profit or loss and the standard rate of tax as follows:

2024
2023
£
£
Profit/(loss) before taxation
2,543,310
(2,819,149)
Expected tax charge/(credit) based on the standard rate of corporation tax in the UK of 25.00% (2023: 23.50%)
635,828
(662,500)
Tax effect of expenses that are not deductible in determining taxable profit
13,774
34,715
Change in unrecognised deferred tax assets
105,307
52,097
Adjustments in respect of prior years
(357,219)
(138,574)
Depreciation on assets not qualifying for tax allowances
28,463
26,755
Other permanent differences
14,179
719
Change in tax rate applied to deferred tax
-
0
1,890
Effect of current year R&D claim
(1,457,183)
(783,846)
Taxation credit
(1,016,851)
(1,468,744)

At the reporting date, the Group had UK tax adjusted losses carried forward of £20,752,837 (2023: £20,752,837). No deferred tax asset has been recognised due to uncertainty around the timing of future taxable profits against which to utilise these losses.

The tax losses do not have a expiry date.

10
Intangible fixed assets
Group and Company
Trademarks, patents & licences
£
Cost
At 1 January 2024 and 31 December 2024
394,854
Amortisation and impairment
At 1 January 2024 and 31 December 2024
394,854
OXFORD BIOTHERAPEUTICS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
10
Intangible fixed assets
(Continued)
- 27 -
Carrying amount
At 31 December 2024
-
0
At 31 December 2023
-
0
11
Tangible fixed assets
Group
Leasehold improvements
Plant and equipment
Fixtures and fittings
Total
£
£
£
£
Cost
At 1 January 2024
89,170
2,685,072
222,276
2,996,518
Additions
-
0
30,726
-
0
30,726
Disposals
-
0
-
0
(18,822)
(18,822)
At 31 December 2024
89,170
2,715,798
203,454
3,008,422
Depreciation and impairment
At 1 January 2024
49,043
1,782,703
135,779
1,967,525
Depreciation charged in the year
17,834
295,685
46,284
359,803
Eliminated in respect of disposals
-
0
-
0
(18,822)
(18,822)
At 31 December 2024
66,877
2,078,388
163,241
2,308,506
Carrying amount
At 31 December 2024
22,293
637,410
40,213
699,916
At 31 December 2023
40,127
902,369
86,497
1,028,993
OXFORD BIOTHERAPEUTICS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
11
Tangible fixed assets
(Continued)
- 28 -
Company
Plant and equipment
Fixtures and fittings
Total
£
£
£
Cost
At 1 January 2024
1,355,187
90,074
1,445,261
Additions
19,999
-
0
19,999
Disposals
-
0
(5,222)
(5,222)
At 31 December 2024
1,375,186
84,852
1,460,038
Depreciation and impairment
At 1 January 2024
1,083,635
53,255
1,136,890
Depreciation charged in the year
120,285
20,173
140,458
Eliminated in respect of disposals
-
0
(5,222)
(5,222)
At 31 December 2024
1,203,920
68,206
1,272,126
Carrying amount
At 31 December 2024
171,266
16,646
187,912
At 31 December 2023
271,552
36,819
308,371

The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.

Group
Company
2024
2023
2024
2023
£
£
£
£
Plant and equipment
462,492
694,341
142,314
256,164
12
Fixed asset investments
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Investments in subsidiaries
13
-
0
-
0
85,418
6,061
Unlisted investments
2
2
2
2
2
2
85,420
6,063
OXFORD BIOTHERAPEUTICS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
12
Fixed asset investments
(Continued)
- 29 -
Movements in fixed asset investments
Group
Investments
£
Cost or valuation
At 1 January 2024 and 31 December 2024
2
Carrying amount
At 31 December 2024
2
At 31 December 2023
2
Movements in fixed asset investments
Company
Shares in subsidiaries
Other investments
Total
£
£
£
Cost or valuation
At 1 January 2024
6,061
2
6,063
Valuation changes
79,357
-
79,357
At 31 December 2024
85,418
2
85,420
Carrying amount
At 31 December 2024
85,418
2
85,420
At 31 December 2023
6,061
2
6,063
13
Subsidiaries

Details of the company's subsidiaries at 31 December 2024 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Oxford BioTherapeutics Inc.
5941 Optical Court, San Jose, CA 95138
Ordinary
100.00
14
Financial instruments
Group
Company
2024
2023
2024
2023
£
£
£
£
Carrying amount of financial assets include:
Debt instruments measured at amortised cost
3,772,756
2,536,202
3,858,175
2,542,263
Carrying amount of financial liabilities include:
Measured at amortised cost
5,627,116
5,388,252
4,626,665
4,094,988
OXFORD BIOTHERAPEUTICS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
14
Financial instruments
(Continued)
- 30 -

Financial assets measured at amortised cost are comprise d of trade and other debtors and investments.

Financial liabilities measured at amortised cost are comprise d of trade and other creditors, accruals, redeemable preferance shares and finance lease obligations.

15
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£
£
£
£
Trade debtors
3,772,755
2,536,197
3,772,756
2,536,199
Corporation tax recoverable
612,816
2,387,134
612,816
2,387,134
Amounts owed by group undertakings
-
-
-
324,625
Other debtors
54,562
184,907
54,562
184,907
Prepayments
824,697
975,693
518,262
658,818
5,264,830
6,083,931
4,958,396
6,091,683

Amounts owed to the Company by group undertakings are unsecured, interest free and repayable on demand. These amounts are stated net of provisions for impairment of £948,508 (2023: £nil).

16
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Obligations under finance leases
19
156,442
296,775
21,501
123,874
Trade creditors
1,013,307
1,791,177
813,511
1,330,387
Other taxation and social security
67,978
109,142
67,978
96,517
Deferred income
20
2,429,647
3,914,073
2,429,647
3,914,073
Other creditors
22,326
101,017
12,948
91,123
Accruals
3,535,169
2,532,257
3,043,273
2,092,671
7,224,869
8,744,441
6,388,858
7,648,645
17
Creditors: amounts falling due after more than one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Obligations under finance leases
19
104,440
231,593
-
0
21,501
Other borrowings
18
260,000
260,000
260,000
260,000
Deferred income
20
882,216
9,169,902
882,216
9,169,902
Preference dividends payable
175,432
175,432
175,432
175,432
1,422,088
9,836,927
1,317,648
9,626,835
OXFORD BIOTHERAPEUTICS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 31 -
18
Loans and overdrafts
Group
Company
2024
2023
2024
2023
£
£
£
£
Redeemable preference shares
260,000
260,000
260,000
260,000
Payable after one year
260,000
260,000
260,000
260,000

The parent company has in issue 260,000 redeemable preference shares of £1 each, which are classified as long term debt, rather than equity, due to the nature of the terms and conditions attached to them.

The shares are redeemable at their par value of £1 each at a fixed date, subject to certain criteria and conditions being met at that date, as detailed in the Articles of Association of the parent company. The earliest possible redemption date was 31 July 2023, and the latest possible date of redemption would be a date at which all terms of redemption are satisfied and a qualifying redemption event occurs, as specified within section 6.1.2 of the parent company's Articles. The redemption is mandatory, rather than at the company's discretion, providing relevant criteria is met.

The preference shares were previously entitled to a Preference Dividend and a Fixed Dividend. Such dividend rights expired on 31 December 2010.

19
Finance lease obligations
Group
Company
2024
2023
2024
2023
£
£
£
£
Future minimum lease payments due under finance leases:
Within one year
156,442
296,775
21,501
123,874
In two to five years
104,440
231,593
-
0
21,501
260,882
528,368
21,501
145,375

Finance lease payments represent rentals payable by the company or group for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 4 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

20
Deferred income
Group
Company
2024
2023
2024
2023
£
£
£
£
Other deferred income
3,311,863
13,083,975
3,311,863
13,083,975
OXFORD BIOTHERAPEUTICS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
20
Deferred income
(Continued)
- 32 -

Deferred income is included in the financial statements as follows:

Current liabilities
2,429,647
3,914,073
2,429,647
3,914,073
Non-current liabilities
882,216
9,169,902
882,216
9,169,902
3,311,863
13,083,975
3,311,863
13,083,975
21
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
274,311
249,461

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

Contributions totaling £35,982 (202 3: £24,023) were payable to the fund at the year end and are included in accruals.

22
Share-based payment transactions

At the reporting date, the Group had a number of share option agreements in place with employees. Options are exercisable at points in time and at prices as agreed in the executed agreements. The vesting period of these options is between one to five years. If the options remain unexercised after a period of 10 years from the date of the agreement, the options expire. Options are forfeited if a qualifying exit event as specified in the agreements occurs. The options are to be settled in equity.

For employee share options, the fair value of equity instruments granted is assessed at the date of the grant of options. A Black Scholes pricing model has been adopted to derive the fair value of the equity instruments granted which considers a number of inputs. These included degrees of volatility which were derived from comparable traded stocks, time at issue date, expiry timelines being option life, risk-free interest rates, option strike prices and spot price valuations of the Company at the time of issue.

Group
Number of share options
Weighted average exercise price
2024
2023
2024
2023
Number
Number
£
£
Outstanding at 1 January 2024
281,601
316,629
2.00
2.00
Granted
106,790
10,000
1.46
1.35
Forfeited
(26,430)
(45,028)
1.60
1.82
Exercised
(43,110)
-
2.08
-
Outstanding at 31 December 2024
318,851
281,601
1.85
2.00
Exercisable at 31 December 2024
176,351
173,301
2.15
2.32

The options outstanding at 31 December 2024 had an exercise price ranging from 1.31 to 2.27, and a remaining contractual life of 5 years (2023: 6 years).

OXFORD BIOTHERAPEUTICS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
22
Share-based payment transactions
(Continued)
- 33 -
Group
Company
2024
2023
2024
2023
£
£
£
£
Expenses recognised in the year
Arising from equity settled share based payment transactions
64,172
57,250
(21,608)
42,706
23
Share capital
Group and company
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 1p each
4,050,250
4,007,140
40,502
40,072
Ordinary A shares of £1.57 each
407,411
407,411
640,000
640,000
Ordinary B shares of 1p each
408,266
408,266
4,083
4,083
Ordinary C shares of £5.84 each
346,567
346,567
2,023,253
2,023,253
5,212,494
5,169,384
2,707,838
2,707,408

Ordinary shares

All Ordinary share classes carry the right to one vote per share. Dividends shall be paid in the following order of priority:

- C Ordinary shares

- Preference shares in respect of the preference and fixed dividends

- A Ordinary shares

- Ordinary shares and B Ordinary shares

Return of capital on winding up is distributed to the shareholders in proportion to their shareholding and in the same order of priority.

Preference shares

Preference shares are non-voting, redeemable shares classified as debt (see note 18).

The rights to dividends and capital are detailed in the priority order above.

Allotment of shares in year

During the year, the following shares were issued by the Company:

- 17,510 Ordinary shares of 1p each were issued at a premium of £1.34 per share;

- 12,000 Ordinary shares of 1p each were issued at a premium of £2.26 per share;

- 13,600 Ordinary shares of 1p each were issued at a premium of £2.85 per share.

OXFORD BIOTHERAPEUTICS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 34 -
24
Financial commitments, guarantees and contingent liabilities

The Articles of Association stipulate that for certain classes of shares, those shareholders are entitled to a dividend based on annual profit. The outstanding balance is £1,777,370 for dividends announced in 2014. The Company's directors have not accrued for this in the accounts as they are dividends on equity shares. Dividends are accounted for when paid, not on an accrual basis. The Company is not able to pay dividends as it does not have distributable reserves so it would not be legal to do so.

25
Operating lease commitments
Lessee

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

Group
Company
2024
2023
2024
2023
£
£
£
£
Within one year
965,128
950,722
344,489
347,082
Between two and five years
926,093
1,946,492
770,933
1,168,165
1,891,221
2,897,214
1,115,422
1,515,247
26
Events after the reporting date

In February 2025, Oxford BioTherapeutics entered into a strategic collaboration with Roche to discover novel targets for antibody-based therapeutics for the treatment of cancer. This exciting new collaboration leverages Oxford BioTherapeutics’s proprietary OGAP®-Verify discovery platform and Roche’s drug development expertise to advance multiple selected novel oncology targets. Oxford BioTherapeutics is to receive up to US $36 million upfront payments and may be eligible to receive milestone payments potentially exceeding US $1 billion, as well as royalties.

27
Related party transactions
Remuneration of key management personnel

The Group has no key management personnel other than its directors, whose remuneration is specified within note 6.

Transactions with related parties

The Group paid M Fernandes, Dr C Rohlff's wife, £4,150 (202 3: £12,925) for PR and website related services.

The Group paid GKF Wealth Management, of which Mr J L Gould is a Director, £183,273 (202 3: £184,038) for m onitoring fees and £2,202 (2023: £nil) for expense reimbursements.

The Group paid the Directors £23,206 (2023: £10,074) for expense reimbursements.

There are no balances outstanding with related parties at the year end.

28
Controlling party

Oxford Biotherapeutics Ltd is owned by a number of shareholders and individually no shareholder can exert control.

OXFORD BIOTHERAPEUTICS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 35 -
29
Cash absorbed by group operations
2024
2023
£
£
Profit/(loss) for the year after tax
3,560,161
(1,350,405)
Adjustments for:
Taxation credited
(1,016,851)
(1,481,882)
Finance costs
32,808
61,960
Investment income
(17,602)
(59,961)
Gain on disposal of tangible fixed assets
(500)
(574)
Amortisation and impairment of intangible assets
-
7,731
Depreciation and impairment of tangible fixed assets
359,803
394,184
Equity settled share based payment expense
64,172
57,250
Movements in working capital:
Increase in debtors
(955,217)
(1,519,311)
Increase in creditors
151,936
1,287,008
Decrease in deferred income
(9,771,612)
(6,347,585)
Cash absorbed by operations
(7,592,902)
(8,951,585)
30
Analysis of changes in net funds - group
1 January 2024
Cash flows
Other non-cash changes
31 December 2024
£
£
£
£
Cash at bank and in hand
9,852,718
(5,095,474)
-
4,757,244
Borrowings excluding overdrafts
(260,000)
-
-
(260,000)
Obligations under finance leases
(528,368)
299,973
(32,487)
(260,882)
9,064,350
(4,795,501)
(32,487)
4,236,362
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