Company registration number 06709883 (England and Wales)
INSTIL BIO (UK) LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
PAGES FOR FILING WITH REGISTRAR
INSTIL BIO (UK) LIMITED
CONTENTS
Page
Balance sheet
1
Statement of changes in equity
2
Notes to the financial statements
3 - 11
INSTIL BIO (UK) LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2024
31 December 2024
- 1 -
2024
2023
Notes
£
£
£
£
Fixed assets
Tangible assets
6
-
0
926,987
Current assets
Debtors
7
1,861,724
2,300,109
Cash at bank and in hand
38,067
431,150
1,899,791
2,731,259
Creditors: amounts falling due within one year
8
(6,995,710)
(11,247,907)
Net current liabilities
(5,095,919)
(8,516,648)
Total assets less current liabilities
(5,095,919)
(7,589,661)
Creditors: amounts falling due after more than one year
9
(60,000)
-
0
Net liabilities
(5,155,919)
(7,589,661)
Capital and reserves
Called up share capital
11
31,652
31,652
Share premium account
126,600
126,600
Capital contribution reserve
40,359,518
32,392,213
Profit and loss reserves
(45,673,689)
(40,140,126)
Total equity
(5,155,919)
(7,589,661)

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

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

The financial statements were approved and signed by the director and authorised for issue on 9 September 2025
Bronson Crouch
Director
Company registration number 06709883 (England and Wales)

The notes on pages 3 to 11 form part of these financial statements.

INSTIL BIO (UK) LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
Called up share capital
Share premium account
Capital contribution reserve
Profit and loss reserves
Total equity
£
£
£
£
£
Balance at 1 January 2023
31,652
126,600
19,206,025
(25,233,287)
(5,869,010)
Year ended 31 December 2023:
Loss and total comprehensive income
-
-
-
(14,906,839)
(14,906,839)
Capital contribution
-
-
13,186,188
-
13,186,188
Balance at 31 December 2023
31,652
126,600
32,392,213
(40,140,126)
(7,589,661)
Year ended 31 December 2024:
Loss and total comprehensive income
-
-
-
(5,533,563)
(5,533,563)
Capital contribution
-
-
7,967,305
-
7,967,305
Balance at 31 December 2024
31,652
126,600
40,359,518
(45,673,689)
(5,155,919)

The notes on pages 3 to 11 form part of these financial statements.

INSTIL BIO (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -
1
Accounting policies
Company information

Instil Bio (UK) Limited is a private company limited by shares incorporated in England and Wales. The registered office is Alderley Park Block 19, Congleton Road, Macclesfield, SK10 4TF.

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 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest £.

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

1.2
Going concern

On 1 September 2024, the Board of Directors of the parent company (Instil Bio, Inc.) issued an SEC filing approving a restructuring plan that would have the effect of ceasing the group’s UK operations and eliminating its remaining UK employees.

The restructuring plan for Instil Bio (UK) Limited was completed in 2024 and it is now the intention of management to continue to operate the UK business on a significantly scaled down basis. This will include retaining the Intellectual Property within the UK business and retaining three UK based contractors to the UK entity to manage ongoing development work within the group and oversee the financing and administrative matters of the UK company.

Furthermore, the company remains reliant on the continued financial support of its parent company, given the net liabilities position of the balance sheet and absence of any expectation of future profits in the company. The company has received an undertaking from its parent company that it will continue to provide such financial support for the foreseeable future and for a period of not less than 12 months from the date of approval of these financial statements.

Consequently, at the time of approving the financial statements, the director has a reasonable expectation that the company will have adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.3
Turnover

Turnover is recognised at the fair value of the consideration receivable, net of value added taxes. Turnover comprises claims made for research and development expenditure undertaken in accordance with relevant agreements with the parent company and grant funding bodies. Turnover is recognised when it is receivable when the conditions of the grant are submitted to the relevant grant funding organisation. Grants that do impose specified future performance-relayed conditions are recognised when the performance related conditions are met. Grants received before the revenue recognition criteria are met are recognised as a liability.

INSTIL BIO (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 4 -
1.4
Research and development

Research and development expenditure costs are written off to profit and loss accounts as they are incurred. Research and development tax credits are included within other operating income.

1.5
Tangible fixed assets

Tangible fixed assets are under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost s o f assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Leasehold improvements
5 years straight line
Plant and equipment
5 - 7 years straight line
Computer equipment
3 years straight line

The asset's residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the Statement of Comprehensive income.

Finance costs are charged to the profit or loss over the term of debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount.

1.6
Impairment of fixed assets

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

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

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

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

INSTIL BIO (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 5 -
1.7
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.

1.8
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

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 company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors and loans from fellow group companies, 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. A m ounts 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.

1.9
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 profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

INSTIL BIO (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 6 -
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 profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.10
Pensions

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

1.11
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.

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 company’s allocation of the group expense that would have been recognised over the remaining vesting period is recognised immediately.

1.12
Leases

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 s asset are consumed.

1.13
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. Non-monetary items that are measured at historical cost are translated at the rate of the ruling at the date of the transaction. All differences are charged to the Statement of Comprehensive Income.

INSTIL BIO (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 7 -
1.14

Finance costs

Finance costs are charged to the profit or loss over the term of debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount.

2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the director is 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.

Impairment of tangible fixed assets

Determine whether there are indicator of impairment of the company's tangible assets. Factors taken into consideration in reaching such a decision include the economic viability and expected future financial performance of the asset and where it is a component of a large cash-generating unit, the viability and expected future performance of that unit.

Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Useful lives of tangible fixed assets

Tangible fixed assets are depreciated over their useful lives taking into account residual values, where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors. In re-assessing asset lives, factors such as technological innovation, product life cycles and maintenance programmes are taken into account. Residual value assessment consider issues such as future market conditions, the remaining life of the asset and projected disposal values.

3
Turnover
2024
2023
£
£
Turnover analysed by class of business
Grant revenue
62,886
73,337
Intercompany revenue
2,904,712
8,246,215
2,967,598
8,319,552

INSTIL BIO (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 8 -
4
Other operating income
2024
2023
£
£
R&D tax credits
1,282,827
-
5
Employees

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

2024
2023
Number
Number
Total
29
68
6
Tangible fixed assets
Land and buildings
Plant and machinery etc
Total
£
£
£
Cost
At 1 January 2024
1,288,867
8,903,089
10,191,956
Disposals
(1,288,867)
(8,903,089)
(10,191,956)
At 31 December 2024
-
0
-
0
-
0
Depreciation and impairment
At 1 January 2024
1,273,727
7,991,242
9,264,969
Depreciation charged in the year
15,140
597,167
612,307
Eliminated in respect of disposals
(1,288,867)
(8,588,409)
(9,877,276)
At 31 December 2024
-
0
-
0
-
0
Carrying amount
At 31 December 2024
-
0
-
0
-
0
At 31 December 2023
15,140
911,847
926,987
7
Debtors
2024
2023
Amounts falling due within one year:
£
£
Corporation tax recoverable
1,282,755
1,073,147
Other debtors
578,969
1,226,962
1,861,724
2,300,109
INSTIL BIO (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 9 -
8
Creditors: amounts falling due within one year
2024
2023
£
£
Trade creditors
54,522
967,902
Amounts owed to group undertakings
6,169,923
8,633,037
Taxation and social security
361,522
195,040
Other creditors
409,743
1,451,928
6,995,710
11,247,907
9
Creditors: amounts falling due after more than one year
2024
2023
£
£
Other creditors
60,000
-
0
10
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

Liabilities /
Liabilities /
(Assets)
(Assets)
2024
2023
Balances:
£
£
Accelerated capital allowances
-
230,019
Tax losses carried forward
-
(230,019)
-
-
There were no deferred tax movements in the year.

11
Called up share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Alloted, called up and fully paid of 1p each
3,165,200
3,165,200
31,652
31,652

Each share is entitled to one vote in any circumstances.

INSTIL BIO (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 10 -
12
Share-based payment transactions

The company participates in a group share based payment plan, and recognises and measures its share based payment expense on the basis of a reasonable allocation of the expense recognised for the group. The allocation is based on the number of employees benefiting from the share based payment plan employed by each group entity.

Under the group share based payment plan, employees are granted share options in Instil Bio, Inc. in order to incentivise performance. Exercise of any share options under the scheme is subject to contractual agreements.

13
Reserves

The company's capital and reserves are as follows:

Called up share capital

Called up share capital represents the nominal value of the shares issued.

Share premium account

The share premium account includes the premium on issues of equity shares, net of any issue costs.

Capital contribution

The capital contribution reserves includes intercompany cash funding provided by the parent company (Instil Bio, Inc.) to the UK subsidiary (Instil Bio (UK) Limited).

Profit and loss account

The profit and loss account represents cumulative profits or losses, net of dividends paid and other adjustments.

14
Audit report information

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

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

Opinion

In our opinion the financial statements:

- give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its loss 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.

Material uncertainties related to going concern

We draw attention to Note 1.2 in the financial statements, which highlights the significantly scaled down operation in the UK. The group have demonstrated an intention to retain some form of UK operation for the foreseeable future. Nonetheless, this together with the significant net liabilities and the ongoing reliance on the group for financial support, indicate that a material uncertainty exists that may cast significant doubt on the company continuing as a going concern. Our opinion is not modified in respect of this matter.
Senior Statutory Auditor:
Richard Behan FCA
Statutory Auditor:
Kingswood LLP
Date of audit report:
9 September 2025
INSTIL BIO (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 11 -
15
Operating lease commitments
Lessee

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

2024
2023
£
£
251,581
702,157
Provisions for onerous lease contracts totalling £220,910 (2024: £Nil) have been made as at 31 December 2024. These amounts are included in the above operating lease commitments.
16
Related party transactions

The company has taken advantage of the exemption available in Section 33.1A of FRS 102 whereby it has not disclosed transactions with the ultimate parent company or any wholly owned subsidiary undertaking of the group.

17
Parent company

The immediate parent company and the ultimate controlling party is Instil Bio, Inc., a company registered in the United States of America.

The smallest and largest group in which the results of the entity are consolidated is Instil Bio, Inc.

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