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

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

T-Cypher Bio Limited is a private company limited by shares incorporated in England and Wales. The registered office is Barton House Unit 12, The Quadrant, Abingdon, Oxford, United Kingdom, OX14 3YS.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

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

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

In determining the appropriate basis of preparation of the financial statements for the year ended 31 December 2025, the Directors are required to consider whether the Company can continue in operational existence for the foreseeable future.

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

In view of this, the directors have prepared cash flow forecasts for the period up to 31 December 2027 taking into account reasonable possible downsides.

The Company is entirely reliant on funding from its parent company, T-Cypher Bio Holdings Limited. T-Cypher Bio Holdings Limited is a non-trading company and transfers all the funding it receives to T-Cypher Bio Limited.

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

On 23 June 2023, T-Cypher Bio Holdings Limited successfully completed a Series A funding round for a total of £33.25 million divided into three tranches. The first tranche of £9.55 million and the second tranche of £11.6 million were received in full by the end of October 2024. The final tranche of £12.1 million was subject to the achievement of certain milestones and satisfaction of further funding conditions.

Subsequent to the year end, the Company agreed revised financing arrangements with existing investors in place of the originally anticipated final tranche funding. These arrangements include a £3.9 million convertible loan note facility and an extension to the Series A funding round to secure additional equity funding of a broadly similar magnitude to the originally anticipated final tranche.

At the time of approval of the accounts, the term sheet for the convertible loan note facility had been approved by the Investor Majority, although no binding agreement is in place and draw down of the facility is expected soon after signing. Furthermore, the company will be required to successfully complete the extension to the Series A funding round within 12 months of the approval of the financial statements.

The Directors have prepared cash flow forecasts which include the expected receipt of the additional funding referred to above. A material uncertainty exists over the successful completion of this additional funding that may cast significant doubt on the company’s ability to continue as a going concern. While there remains a material uncertainty relating to the successful completion of these funding activities, the Directors have considered the current cash position of the Company, the support demonstrated by existing investors, the mitigating actions available to management and the scientific progress achieved to date.

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

On this basis, the Directors have a reasonable expectation that the Company will have adequate resources to continue in operational existence and meet its liabilities as they fall due for a period of at least 12 months from the date of approval of these financial statements. Accordingly, the Directors continue to adopt the going concern basis of accounting in preparing these financial statements.

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

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

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

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

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

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

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

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

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

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

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

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

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

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

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

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

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

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

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

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

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

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

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

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

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

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

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

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

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

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

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

Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.

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

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

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

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

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

The Group operates two equity-settled share-based payment schemes: the EMI Option Scheme and the Demerger Options – 2020 Unapproved Share Option Scheme. The total charge recognised in the profit and loss account in respect of these schemes during the year was £52,582 (2024: £64,591), with a corresponding credit to equity.

1. EMI Option Scheme

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

• The scheme is open to all employees.

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

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

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

• The exercise price is £0.11 per share.

• At both the beginning and he end of the year, 1,576,466 options were outstanding.

The fair value of the options was determined using the Black-Scholes model. As the employees are employed by T-Cypher Bio Ltd, the share-based payment expense of £52,582 was recognised in the profit and loss account of T-Cypher Bio Ltd, with a corresponding increase in equity in T-Cypher Bio Holdings Ltd.

2. Demerger Options – 2020 Unapproved Share Option Scheme

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

• No further options will be granted under this scheme.

• All options under this scheme are fully vested.

• The exercise price is £3.645 per share.

• The options expire on 21 December 2030.

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

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

On 9 December 2025, the company entered into an agreement for lease in respect of Part Ground Floor and First Floor, Barton House, Abingdon Science Park. The lease is expected to be granted following practical completion of landlord’s works and has a contractual term of 10 years from the term commencement date. The lease contains tenant break options before the first, third and fifth anniversaries of the term commencement date, subject to the service of notice and satisfaction of the relevant break conditions.

Based on the target internal area of 11,879 sq ft, the annual rent for the first year is £475,160, exclusive of VAT. At 31 December 2025, the company’s minimum operating lease commitment, being the rent payable to the earliest tenant break date, was approximately £475,000, exclusive of VAT.

If the tenant break options are not exercised, the annual rent would increase to £510,797 in year 2, £534,555 in year 3, £570,192 in year 4 and £593,950 in year 5, exclusive of VAT, and would then be subject to CPI-linked review subject to a minimum annual increase of 2% and a maximum annual increase of 4%.

The agreement for lease also provides that if practical completion of the landlord’s works has not occurred by 4.00 pm on 31 December 2026, either the landlord or the company may terminate the agreement before practical completion occurs. Accordingly, in that scenario, the company would not be committed to take the lease. Management currently expects the landlord’s works to be completed by the contractual target date of 12 June 2026, and understands that the works remain on track.

The operating lease commitment for the company's existing building to 14 June 2026 is £251,328.

Subsequent to the year end, the Group agreed revised financing arrangements with existing investors in place of the originally anticipated final tranche funding under the Series A raise. These arrangements include a £3.9 million convertible loan note facility and an extension to the Series A funding round to secure additional equity funding. The Directors consider these arrangements supportive of the Group’s ongoing funding requirements and have taken them into account in their going concern assessment.

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

Included in amounts owed by group undertakings is a debt of £62,472 (2024: £Nil) owed to T-Cypher Bio US Inc, a fellow subsidiary company. This debt is unsecured, repayable on demand and currently interest-free.

Included in amounts owed to group undertakings is a debt of £28,406,357 (2024: £28,413,292) owed to T-Cypher Bio Holdings Limited, the parent company. This debt is unsecured, repayable on deferred terms as agreed with the parent company and currently interest-free.