IRIS Accounts Production v25.2.0.378 04983543 Board of Directors 1.1.24 31.12.24 31.12.24 true false true false false false true false iso4217:GBP iso4217:USD iso4217:EUR xbrli:shares xbrli:pure utr:tonnes utr:kWh 04983543 2023-12-31 04983543 2024-12-31 04983543 2024-01-01 2024-12-31 04983543 2022-12-31 04983543 2023-01-01 2023-12-31 04983543 2023-12-31 04983543 ns15:EnglandWales 2024-01-01 2024-12-31 04983543 ns14:PoundSterling 2024-01-01 2024-12-31 04983543 ns10:Director1 2024-01-01 2024-12-31 04983543 ns10:PrivateLimitedCompanyLtd 2024-01-01 2024-12-31 04983543 ns10:SmallEntities 2024-01-01 2024-12-31 04983543 ns10:AuditExempt-NoAccountantsReport 2024-01-01 2024-12-31 04983543 ns10:SmallCompaniesRegimeForDirectorsReport 2024-01-01 2024-12-31 04983543 ns10:SmallCompaniesRegimeForAccounts 2024-01-01 2024-12-31 04983543 ns10:FullAccounts 2024-01-01 2024-12-31 04983543 1 2024-01-01 2024-12-31 04983543 ns10:Director2 2024-01-01 2024-12-31 04983543 ns10:Director3 2024-01-01 2024-12-31 04983543 ns10:Director4 2024-01-01 2024-12-31 04983543 ns10:Director5 2024-01-01 2024-12-31 04983543 ns10:Director6 2024-01-01 2024-12-31 04983543 ns10:Director7 2024-01-01 2024-12-31 04983543 ns10:RegisteredOffice 2024-01-01 2024-12-31 04983543 ns5:CurrentFinancialInstruments 2024-12-31 04983543 ns5:CurrentFinancialInstruments 2023-12-31 04983543 ns5:ShareCapital 2024-12-31 04983543 ns5:ShareCapital 2023-12-31 04983543 ns5:SharePremium 2024-12-31 04983543 ns5:SharePremium 2023-12-31 04983543 ns5:RetainedEarningsAccumulatedLosses 2024-12-31 04983543 ns5:RetainedEarningsAccumulatedLosses 2023-12-31 04983543 ns5:PatentsTrademarksLicencesConcessionsSimilar 2024-01-01 2024-12-31 04983543 ns5:DevelopmentCostsCapitalisedDevelopmentExpenditure 2024-01-01 2024-12-31 04983543 ns5:PatentsTrademarksLicencesConcessionsSimilar 2023-12-31 04983543 ns5:DevelopmentCostsCapitalisedDevelopmentExpenditure 2023-12-31 04983543 ns5:PatentsTrademarksLicencesConcessionsSimilar 2024-12-31 04983543 ns5:DevelopmentCostsCapitalisedDevelopmentExpenditure 2024-12-31 04983543 ns5:PatentsTrademarksLicencesConcessionsSimilar 2023-12-31 04983543 ns5:DevelopmentCostsCapitalisedDevelopmentExpenditure 2023-12-31 04983543 ns5:ComputerEquipment 2023-12-31 04983543 ns5:ComputerEquipment 2024-01-01 2024-12-31 04983543 ns5:ComputerEquipment 2024-12-31 04983543 ns5:ComputerEquipment 2023-12-31 04983543 ns5:CostValuation 2023-12-31 04983543 ns5:DisposalsRepaymentsInvestments 2024-12-31 04983543 ns5:CostValuation 2024-12-31 04983543 ns5:Subsidiary1 2024-01-01 2024-12-31 04983543 1 ns5:Subsidiary1 2024-01-01 2024-12-31 04983543 ns5:Subsidiary1 2 2024-01-01 2024-12-31 04983543 ns5:Subsidiary2 2024-01-01 2024-12-31 04983543 ns5:Subsidiary2 3 2024-01-01 2024-12-31 04983543 ns5:Subsidiary3 2024-01-01 2024-12-31 04983543 5 ns5:Subsidiary3 2024-01-01 2024-12-31 04983543 ns5:Subsidiary4 2024-01-01 2024-12-31 04983543 7 ns5:Subsidiary4 2024-01-01 2024-12-31 04983543 ns5:Subsidiary5 2024-01-01 2024-12-31 04983543 ns5:Subsidiary5 9 2024-01-01 2024-12-31 04983543 ns5:WithinOneYear ns5:CurrentFinancialInstruments 2024-12-31 04983543 ns5:WithinOneYear ns5:CurrentFinancialInstruments 2023-12-31 04983543 ns5:Secured 2024-12-31 04983543 ns5:Secured 2023-12-31

REGISTERED NUMBER: 04983543 (England and Wales)

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

PEPTCELL LTD

| PEPTCELL LTD (REGISTERED NUMBER: 04983543) |

CONTENTS OF THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Page |

| Company Information | 1 |

| Balance Sheet | 2 |

| Notes to the Financial Statements | 3 |

| PEPTCELL LTD |

COMPANY INFORMATION

FOR THE YEAR ENDED 31 DECEMBER 2024

| DIRECTORS: | G Stoloff

| J S Synge

| R G Bransgrove

| J Hardy

| K R Duncan

| M Al Nemer

| R J Huston

| REGISTERED OFFICE: | London BioScience Innovation Centre

| 2 Royal College Street

| London

| NW1 0NH

| REGISTERED NUMBER: | 04983543 (England and Wales)

| ACCOUNTANTS: | TC Group

| Baird House

| Seebeck Place

| Knowlhill

| Milton Keynes

| Buckinghamshire

| MK5 8FR

| PEPTCELL LTD (REGISTERED NUMBER: 04983543) |

BALANCE SHEET

31 DECEMBER 2024

| 2024 | 2023 |

| Notes | £ | £ | £ | £ |

FIXED ASSETS

Intangible assets | 4 | 147,398 |  | 161,952 |  |

Tangible assets | 5 | 1,560 |  | 2,080 |  |

Investments | 6 | 1,117,069 |  | 4,578,144 |  |

1,266,027 |  | 4,742,176 |  |

CURRENT ASSETS

Debtors | 7 | 856,507 |  | 716,451 |  |

Cash at bank | 142,072 |  | 47,037 |  |

998,579 |  | 763,488 |  |

CREDITORS

Amounts falling due within one year | 8 | 971,126 |  | 1,163,833 |  |

NET CURRENT ASSETS/(LIABILITIES) | 27,453 |  | (400,345 | ) |

TOTAL ASSETS LESS CURRENT LIABILITIES | 1,293,480 |  | 4,341,831 |  |

CAPITAL AND RESERVES

Called up share capital | 10 | 2,411 |  | 2,411 |  |

Share premium | 6,473,785 |  | 6,473,785 |  |

Retained earnings | (5,182,716 | ) | (2,134,365 | ) |

1,293,480 |  | 4,341,831 |  |

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2024.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 December 2024 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a) | ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b) | preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

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

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

Approved on behalf of the Board of Directors and authorised for issue on 10 September 2025 and were signed on its behalf by:

G Stoloff - Director

| PEPTCELL LTD (REGISTERED NUMBER: 04983543) |

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1. | STATUTORY INFORMATION

| Peptcell Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

| The company's place of business is:

| London BioScience Innovation Centre

| 2 Royal College Street

| London

| NW1 0NH

2. | ACCOUNTING POLICIES

| Basis of preparing the financial statements

| These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

| There were no material departures from that standard.

| The functional and presentational currency of the company is Great British Pounds.

| The principal accounting policies adopted in the preparation of the financial statements are set out below and have remained unchanged from the previous year, and have also been consistently applied within the same accounts.

| Significant judgements and estimates

| The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amount reported for assets and liabilities as at the balance sheet date and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates.

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

| Impairment of investments

| Impairment tests on investments are undertaken if events occur which call into question the carrying values if the assets based on the higher of value in use and fair value less costs of disposal. The estimates used in these calculations are considered significant, highly sensitive and depend on assumptions specific to the nature of the Company's activities. Actual outcomes could vary significantly from such estimates and are inherently judgemental. Future events could cause the assumptions used in these impairment tests to change with a consequent adverse effect on the future results of the company.

| Turnover

| Turnover represents net invoiced sales of goods and services, excluding value added tax. Where turnover is in respect of long term contracts. The value of work undertaken is ascertained by reference to the cost of work performed. Where the substance of the contract is that a right to consideration does not arise until the occurrence of a critical event, revenue relating to that critical event is not recognised until that event occurs.

| Trademarks, patents and licences

| Expenditure on acquiring patents and licences are capitalised and are treated as an intangible fixed asset then amortised over their estimated economic lives. Provision is made for any impairment.

| Expenditure on trademarks are capitalised and not amortised on the basis that any amortisation would be immaterial and the company has a policy of renewing trademarks as and when they fall due.

| PEPTCELL LTD (REGISTERED NUMBER: 04983543) |

NOTES TO THE FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2024

2. | ACCOUNTING POLICIES - continued

| Intellectual property

| The cost of documenting the company's Intellectual Property is carried forward when its future recoverability can reasonably be regarded as assured. The expenditure carried forward is treated as an intangible fixed asset and amortised over its estimated economic life so as to match the expenditure with the anticipated sales from the Intellectual Property.

| Tangible fixed assets

| Tangible fixed assets are initially measured at cost. Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

| Computers and laboratory equipment - 25% on reducing balance.

| Investments in subsidiaries

| Investments in subsidiary and associate undertakings are measured at cost less impairment.

| Taxation

| Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

| Current or deferred taxation assets and liabilities are not discounted.

| Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

| Deferred tax

| Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

| Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

| Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

| Foreign currencies

| Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

| Pension costs and other post-retirement benefits

| The company makes contributions to employee pension schemes. Contributions payable in the year are charged in the profit and loss account.

| PEPTCELL LTD (REGISTERED NUMBER: 04983543) |

NOTES TO THE FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2024

2. | ACCOUNTING POLICIES - continued

| Going concern

| As at the point of authorising the accounts, and for the foreseeable future, the directors consider the going concern assumption to remain appropriate. The company's business activities, together with factors likely to affect its future development, performance and position have been considered.

| As a part of their review process, the directors have prepared detailed cash flow forecasts which factor in the numerous commercial options available to the company. The nature of the company's activities is such that they have sufficient control of the cost base, although the need for continued investment adds complexity to the forecasting process both in terms of quantum and timing of such investments.

| Having made these considerations, the directors believe the forecasts to be a reasonable expectation of the company's future financial position and performance. It should be noted the additional commercial options, noted previously, being explored by the company will be integral in supporting these underlying assumptions and considerations.

| Based on the results of these forecasts, the directors consider that the company retains sufficient working capital to continue to trade for the foreseeable future and that the going concern assumption remains appropriate for the company.

3. | EMPLOYEES AND DIRECTORS

| The average number of employees during the year was 9 (2023 - 9 ) .

4. | INTANGIBLE FIXED ASSETS

| Patents |

| and |  | Intellectual |

| licences |  | Property |  | Totals

£ | £ | £ |

| COST

| At 1 January 2024 | 768,871 |  | 24,624 |  | 793,495 |  |

| Additions | 11 |  | - |  | 11 |  |

| At 31 December 2024 | 768,882 |  | 24,624 |  | 793,506 |  |

| AMORTISATION

| At 1 January 2024 | 606,919 |  | 24,624 |  | 631,543 |  |

| Amortisation for year | 14,565 |  | - |  | 14,565 |  |

| At 31 December 2024 | 621,484 |  | 24,624 |  | 646,108 |  |

| NET BOOK VALUE

| At 31 December 2024 | 147,398 |  | - |  | 147,398 |  |

| At 31 December 2023 | 161,952 |  | - |  | 161,952 |  |

| PEPTCELL LTD (REGISTERED NUMBER: 04983543) |

NOTES TO THE FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2024

5. | TANGIBLE FIXED ASSETS

| Computer

| and

| laboratory

| equipment

£ |

| COST

| At 1 January 2024

| and 31 December 2024 | 61,129 |  |

| DEPRECIATION

| At 1 January 2024 | 59,049 |  |

| Charge for year | 520 |  |

| At 31 December 2024 | 59,569 |  |

| NET BOOK VALUE

| At 31 December 2024 | 1,560 |  |

| At 31 December 2023 | 2,080 |  |

6. | FIXED ASSET INVESTMENTS

| Shares in

| group

| undertakings

£ |

| COST

| At 1 January 2024 | 4,578,144 |  |

| Disposals | (3,461,075 | ) |

| At 31 December 2024 | 1,117,069 |  |

| NET BOOK VALUE

| At 31 December 2024 | 1,117,069 |  |

| At 31 December 2023 | 4,578,144 |  |

| The company's investments at the Balance Sheet date in the share capital of companies include the following:

| Biocopea Limited

| Registered office: London Bioscience Innovation Centre, 2 Royal College Street, London, England, NW1 0NH

| Nature of business: Drug reprofiling

| %

| Class of shares: | holding |

| Ordinary A shares £0.01 each | 17.38 |

| Ordinary T Shares of £0.0001 | 14.99 |

| Tangent Reprofiling Limited

| Registered office: London Bioscience Innovation Centre, 2 Royal College Street, London, England, NW1 0NH

| Nature of business: Drug reprofiling

| %

| Class of shares: | holding |

| Ordinary A shares £0.01 each | 64.50 |

| PEPTCELL LTD (REGISTERED NUMBER: 04983543) |

NOTES TO THE FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2024

6. | FIXED ASSET INVESTMENTS - continued

| Imutex Limited

| Registered office: London Bioscience Innovation Centre, 2 Royal College Street, London, England, NW1 0NH

| Nature of business: Vaccine development

| %

| Class of shares: | holding |

| Ordinary A shares of £0.01 | 51.00 |

| Health Clinics Limited

| Registered office: London Bioscience Innovation Centre, 2 Royal College Street, London, England, NW1 0NH

| Nature of business: Cancer clinic

| %

| Class of shares: | holding |

| B Ordinary shares of £0.000001 | 29.02 |

| ConserV Bioscience Ltd

| Registered office: London Bioscience Innovation Centre, 2 Royal College Street, London, England, NW1 0NH

| Nature of business: Vaccine development

| %

| Class of shares: | holding |

| Ordinary A shares £1 each | 100.00 |

| As part of the purchase consideration in obtaining the shares in Biocopea Limited and Tangent Reprofiling Limited, the company has entered into agreement with the subsidiaries to provide further funding, to cover the subsidiaries expenses and commitments incurred in their drug reprofiling operations. Such funding may be treated as additional share premium and is at Peptcell Limited discretion.

| It is at Peptcell Limited's discretion as to the amount of future funding it will provide Biocopea Limited and Tangent Reprofiling Limited, whether by additional share premium or loans. It is the company's intention to meet the subsidiaries expenditure requirements for at least the next 12 months.

7. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

2024 | 2023 |

£ | £ |

| Amounts owed by group undertakings | 843,265 |  | 699,281 |  |

| Other debtors | 13,242 |  | 17,170 |  |

856,507 |  | 716,451 |  |

8. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

2024 | 2023 |

£ | £ |

| Bank loans and overdrafts | - |  | 227,680 |  |

| Trade creditors | 2,414 |  | 3,470 |  |

| Amounts owed to group undertakings | 939,773 |  | 847,319 |  |

| Taxation and social security | 18,478 |  | 56,013 |  |

| Other creditors | 10,461 |  | 29,351 |  |

971,126 |  | 1,163,833 |  |

| PEPTCELL LTD (REGISTERED NUMBER: 04983543) |

NOTES TO THE FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2024

9. | SECURED DEBTS

| The following secured debts are included within creditors:

2024 | 2023 |

£ | £ |

| Bank loans | - |  | 227,680 |  |

10. | CALLED UP SHARE CAPITAL

| Allotted, issued and fully paid: |  | Nominal |  | 31.12.24 |  | 31.12.23 |

| Number: |  | Class: |  | value |  | £ |  | £ |

| 47,175 |  | Ordinary A shares |  | 1p |  | 472 |  | 472 |

| 38,379 |  | Ordinary B shares |  | 1p |  | 384 |  | 384 |

| 20,119 |  | Ordinary C shares |  | 1p |  | 201 |  | 201 |

| 47,824 |  | Ordinary D shares |  | 1p |  | 478 |  | 478 |

| 8,128 |  | Ordinary E shares |  | 1p |  | 81 |  | 81 |

| 17,767 |  | Ordinary F shares |  | 1p |  | 178 |  | 178 |

| 1,000 |  | Deferred |  | 1p |  | 10 |  | 10 |

| 39,016 |  | Ordinary G shares |  | 1p |  | 390 |  | 390 |

| 21,840 |  | Ordinary H shares |  | 1p |  | 218 |  | 218 |

|  | 2,412 |  | 2,412 |

| The company may at its option at any time redeem all of the deferred shares then in issue as a price not exceeding £1 for all the deferred shares redeemed at any one time, upon giving the registered holders of such shares not less than 5 business days previous notice.

| During 2023 21,840 ordinary H shares of 1p each were allotted at par value. These shares are restricted and only participate in distributions above an enterprise value of £10 million.

11. | CONTINGENT LIABILITIES

| In 2024, the Company unconditionally sold the beneficial interests in the majority of its shares in Biocopea Limited. The settlement of the transaction and the transfer of the legal interests in the shares was deferred for up to two years. During this two year period, the Company has the option to repurchase the shares at a higher value. In certain limited circumstances, if the Company has earned significant profits, then the Company is obliged to exercise the option and repurchase the shares. The directors confirm that the conditions that would crystalize this obligation have not occurred at the balance sheet date.

12. | RELATED PARTY DISCLOSURES

| During the year the company made sales to InFirst Healthcare Ltd which was an associate of Biocopea Limited of £30,000 (2023: £30,000). At the balance sheet date Infirst Healthcare Ltd owed the company £ 220,636 (2023: £104,093).

| At the balance sheet date Imutex Limited owed the company £302,454 (2023: £248,656).

| During the year the company made sales to Conserv Bioscience Limited a subsidiary of Peptcell Limited of £198,379 (2023: 18,840). At the balance sheet date Conserv Bioscience Limited owed the company £319,838 (2023: £346,532).

| During the year the company made sales of £841 to TRX Bioscience Limited a subsidiary Biocopea. A the balance sheet date TRX Bioscience Limited owed the company £336.

| PEPTCELL LTD (REGISTERED NUMBER: 04983543) |

NOTES TO THE FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2024

13. | ULTIMATE CONTROLLING PARTY

| The directors deem there to be no ultimate controlling party.