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Registered number: 12747523 TRANSITION BIO LIMITED UNAUDITED FINANCIAL STATEMENTS INFORMATION FOR FILING WITH THE REGISTRAR FOR THE YEAR ENDED 31 DECEMBER 2025
TRANSITION BIO LIMITED REGISTERED NUMBER: 12747523 BALANCE SHEET AS AT 31 DECEMBER 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Tangible assets | 4 |  | 2,544,566 |  | 3,347,225
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 5 | 1,767,758 |  | 1,299,408 |
Cash at bank and in hand |  | 532,533 |  | 27,152 |
|  | 2,300,291 |  | 1,326,560 |
Creditors: amounts falling due within one year | 6 | (30,457,075) |  | (23,182,526) |
Net current liabilities |  |  | (28,156,784) |  | (21,855,966)
Total assets less current liabilities |  |  | (25,612,218) |  | (18,508,741)
Net liabilities |  |  | (25,612,218) |  | (18,508,741)
Capital and reserves |  |  |  |  |
Called up share capital | 7 |  | 1 |  | 1
Other reserves |  |  | 986 |  | 1,582
Profit and loss account |  |  | (25,613,205) |  | (18,510,324)
|  |  | (25,612,218) |  | (18,508,741)
The directors consider that the Company is entitled to exemption from audit under section 477 of the Companies Act 2006 and members have not required the Company to obtain an audit for the year in question in accordance with section 476 of the Companies Act 2006. The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements. The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities. The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime. The Company has opted not to file the statement of income and retained earnings in accordance with provisions applicable to companies subject to the small companies' regime. The financial statements were approved and authorised for issue by the board and were signed on its behalf on 5 March 2026.
................................................ Mr M Kulander
Director
Page 1
TRANSITION BIO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
1. | General information
Transition Bio Limited is a private Company limited by shares, incorporated in England and Wales within the United Kingdom. The address of the registered office is Eastbrook, Shaftesbury Road, Cambridge, CB2 8DU. This Company is part of a group. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
These financial statements have been prepared in compliance with Financial Reporting Standard 102, Section 1A (Small Entities) and in accordance with the Companies Act 2006 applicable to companies subject to the small companies regime. The financial statements have been prepared under the historical cost convention, except where otherwise stated in the accounting policies. The preparation of financial statements in compliance with FRS 102 Section 1A requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant, are disclosed in these notes where relevant. The following principal accounting policies have been applied:
| 2.2 | Going concern
The Company has net liabilities of £25,613,208 and net current liabilities of £28,156,784. The Company is therefore only able to continue to trade with the ongoing support of its parent company, Transition Bio Inc. Transition Bio Inc has indicated that it has no intention of withdrawing its support, nor does it have any intention of demanding repayment of the loan provided to the Company in the foreseeable future. On this basis, the directors consider it appropriate to prepare the financial statements on a going concern basis. The financial statements do not include any adjustments that would result from the withdrawal of this support.
| 2.3 | Foreign currency translation
Functional and presentation currency The Company's functional and presentational currency is GBP. 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 profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges. Page 2
TRANSITION BIO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.4 | Operating leases: the Company as lessee
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
| 2.5 | Interest income
Interest income is recognised in profit or loss using the effective interest method.
| 2.6 | Finance costs
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
| 2.7 | Pensions
Defined contribution pension plan 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.
| 2.8 | Taxation
Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current corporation tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met. Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date. Page 3
TRANSITION BIO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.9 | Tangible fixed assets
Tangible fixed assets 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 of assets less their residual value over their estimated useful lives. Depreciation is provided on the following basis:
|  |  |  | Long-term leasehold property | - |  | not depreciated
|  |  |  | Computer equipment | - | 20% | straight-line basis
|  |  |  | Lab equipment | - | 20% | straight-line basis
The assets' 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 profit or loss.
| 2.10 | Debtors
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
| 2.11 | Creditors
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
3. | Employees
| The average monthly number of employees, including directors, during the year was 23 (2024 - 25).
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TRANSITION BIO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
4. | Tangible fixed assets
|  | Long-term leasehold property | Other fixed assets | Total
|  | £ | £ | £
| Cost |  |  |
| At 1 January 2025 | 1,337,599 | 3,366,412 | 4,704,011
| At 31 December 2025 | 1,337,599 | 3,366,412 | 4,704,011
| Depreciation |  |  |
| At 1 January 2025 | - | 1,356,786 | 1,356,786
| Charge for the year on owned assets | - | 802,659 | 802,659
| At 31 December 2025 | - | 2,159,445 | 2,159,445
| Net book value |  |  |
| At 31 December 2025 | 1,337,599 | 1,206,967 | 2,544,566
| At 31 December 2024 | 1,337,599 | 2,009,626 | 3,347,225
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TRANSITION BIO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
5. | Debtors
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Trade debtors | 60,664 | 55,887
| Other debtors | 1,425,499 | 1,213,856
| Prepayments and accrued income | 281,595 | 29,665
|  | 1,767,758 | 1,299,408
6. | Creditors: Amounts falling due within one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Trade creditors | 3,247,209 | 2,092,461
| Amounts owed to group undertakings | 27,027,748 | 20,060,090
| Other taxation and social security | 65,865 | 231,372
| Other creditors | 8,571 | -
| Accruals and deferred income | 107,682 | 798,603
|  | 30,457,075 | 23,182,526
7. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 100 (2024 - 100) Ordinary shares of £0.01 each | 1 | 1
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TRANSITION BIO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
8. | Share-based payments
| During the year, 1,018,500 options were granted over shares in Transition Bio Inc, the parent company of Transition Bio Limited. 884,853 options have been exercised during the year, with settlement in Transition Bio Inc. The fair value of the options was measured by the Company using a open market value based model as it was considered that this approach would result in a materially accurate estimate of the fair value of options granted. As at the year end, a charge totalling (£596) (2024 - £1,582) was recognised within the profit and loss account.
|  | Weighted average exercise price (pence) 2025 | Number 2025 |  |
| Outstanding at the beginning of the year | 0.78 | 123,445 |  | -
| Granted during the year | 0.0832 | 1,018,500 |  | -
| Exercised during the year | 0.1328 | (884,853) |  | -
| Outstanding at the end of the year | 0.0051 | 257,092 |  |
9. | Pension commitments
The Company operates a defined contributions pension scheme. The assets of the scheme are held seperately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £124,979 (2024 - £148,242). Contributions totalling £Nil (2024 - £Nil) were payable to the fund at the balance sheet date. Page 7
TRANSITION BIO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
10. | Commitments under operating leases
| At 31 December 2025 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Not later than 1 year | 629,834 | 484,146
| Later than 1 year and not later than 5 years | 2,519,336 | 1,936,584
| Later than 5 years | 892,265 | 1,170,020
|  | 4,041,435 | 3,590,750
| The Company leases laboratory and office facilities under non-cancellable operating lease agreements. The leases typically run for fixed periods with rent reviews and renewal options contained within the agreements. Lease payments are recognised as an expense over the lease term on a straight-line basis, as set out in the Company’s accounting policies.
11. | Related party transactions
| The Company has opted not to disclose transactions between wholly owned members of a group in accordance with FRS 102, paragraph 33.1A.
12. | Controlling party
The immediate and ultimate parent company is Transition Bio Inc., a company incorporated in United States. The address of the ultimate parent company is 1 Miffin Place, Suite 400, Cambridge, MA, United States. No one entity ultimately owns greater than 50% of the issued share capital in the Company. Therefore, the Company does not have an ultimate controlling party.
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