ACCOUNTS - Final Accounts

Auditors' remuneration

During the year, the Group obtained the following services from the Company's auditors:

Registered number: 13089338

AMBER THERAPEUTICS HOLDINGS LIMITED

DIRECTORS' REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

AMBER THERAPEUTICS HOLDINGS LIMITED

COMPANY INFORMATION

Directors	A H W Crawley
	L Chamas
	T Denison (resigned 23 May 2024)
	J M Glenn (resigned 30 April 2024)
	C Butler (appointed 23 May 2024)
	Y K Chu (appointed 23 May 2024)
	T Le (appointed 23 May 2024)
	D Amerson (appointed 15 April 2025)


Registered number	13089338


Registered office	Unit 1 Tech Foundry 2
	Curie Avenue
	Didcot
	OX11 0QQ


Independent auditors	James Cowper Kreston Audit
	Chartered Accountants and Statutory Auditor
	201 Cumnor Hill
	Cumnor
	Oxford
	Oxfordshire
	OX2 9PJ

AMBER THERAPEUTICS HOLDINGS LIMITED

CONTENTS

	Page
Directors' report	1 - 2
Independent auditors' report	3 - 6
Consolidated statement of comprehensive income	7
Consolidated balance sheet	8 - 9
Company balance sheet	10 - 11
Consolidated statement of changes in equity	12
Company statement of changes in equity	13
Notes to the financial statements	14 - 31

AMBER THERAPEUTICS HOLDINGS LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2025

The directors present their report and the financial statements for the year ended 31 December 2025.

Directors

The directors who served during the year were:

A H W Crawley

L Chamas

T Denison (resigned 23 May 2024)

J M Glenn (resigned 30 April 2024)

C Butler (appointed 23 May 2024)

Y K Chu (appointed 23 May 2024)

T Le (appointed 23 May 2024)

D Amerson (appointed 15 April 2025)

Directors' responsibilities statement

The directors are responsible for preparing the Directors' report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 Company and the Group 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 for the Group's financial statements and then apply them consistently;

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

∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.

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

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:

∙so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Auditors

The auditors, James Cowper Kreston Audit, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Page 1

AMBER THERAPEUTICS HOLDINGS LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Small companies note

In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.

This report was approved by the board and signed on its behalf.

A H W Crawley

Director

Date: 21 August 2026

Page 2

AMBER THERAPEUTICS HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AMBER THERAPEUTICS HOLDINGS LIMITED

Opinion

We have audited the financial statements of Amber Therapeutics Holdings Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2025, which comprise the Consolidated statement of comprehensive income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of 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 of the parent Company's affairs as at 31 December 2025 and of the Group's 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.

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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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 or the 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.

Page 3

AMBER THERAPEUTICS HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AMBER THERAPEUTICS HOLDINGS LIMITED (CONTINUED)

Other information

The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' 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.

Opinion on other matters prescribed by the Companies Act 2006

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

∙the information given in the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the Directors' report has been prepared in accordance with applicable legal requirements.

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 its environment obtained in the course of the audit, we have not identified material misstatements in the Directors' report.

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; or

∙the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemptions in preparing the Directors' report and from the requirement to prepare a Group strategic report.

Responsibilities of directors

As explained more fully in the Directors' responsibilities statement set out on page 1, 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 Group's and 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 Group or the parent Company or to cease operations, or have no realistic alternative but to do so.

Page 4

AMBER THERAPEUTICS HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AMBER THERAPEUTICS HOLDINGS LIMITED (CONTINUED)

Auditors' 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 Auditors' 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 Group financial statements.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.

The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

The specific procedures for this engagement that we designed and performed to detect material misstatements in respect of irregularities, including fraud, were as follows:

∙Enquiry of management and those charged with governance around actual and potential litigation and claims;

∙Enquiry of management and those charged with governance to identify any material instances of non-compliance with laws and regulations;

∙Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;

∙Performing audit work to address the risk of irregularities due to management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for evidence of bias.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' report.

Page 5

AMBER THERAPEUTICS HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AMBER THERAPEUTICS HOLDINGS LIMITED (CONTINUED)

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 Auditors' 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.

Sue Staunton MA FCA CF (Senior statutory auditor)

for and on behalf of

James Cowper Kreston Audit

Chartered Accountants and Statutory Auditor

201 Cumnor Hill

Cumnor

Oxford

Oxfordshire

OX2 9PJ

21 August 2026

Page 6

AMBER THERAPEUTICS HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2025

	2025	2024
	£	£


Turnover		99,556	436,822
Cost of sales		(2,149,217)	(764,970)
Gross loss		(2,049,661)	(328,148)
Administrative expenses		(14,174,914)	(9,140,281)
Exceptional administrative expenses		-	(457,841)
Other operating income		72,056	204,187
Operating loss		(16,152,519)	(9,722,083)
Interest receivable and similar income		408,668	456,888
Interest payable and similar expenses		(67,972)	(67,378)
Loss before taxation		(15,811,823)	(9,332,573)
Tax on loss	5	1,745,653	1,190,372
Loss for the financial year		(14,066,170)	(8,142,201)


Total comprehensive income for the year		(14,066,170)	(8,142,201)

(Loss) for the year attributable to:
Owners of the Parent Company	(14,066,170)	(8,142,201)
	(14,066,170)	(8,142,201)

Total comprehensive income for the year attributable to:
Owners of the Parent Company	(14,066,170)	(8,142,201)
	(14,066,170)	(8,142,201)

The notes on pages 14 to 31 form part of these financial statements.

Page 7

AMBER THERAPEUTICS HOLDINGS LIMITED

REGISTERED NUMBER: 13089338

CONSOLIDATED BALANCE SHEET

AS AT 31 DECEMBER 2025

		2025		2024
Note		£		£

Fixed assets
Intangible assets	7		2,209,035		2,594,069
Tangible assets	8		2,806,874		201,279
			5,015,909		2,795,348
Current assets
Stocks	10	148,341		148,341
Debtors: amounts falling due within one year	11	2,717,603		1,294,408
Cash at bank and in hand	12	10,620,353		13,651,887
		13,486,297		15,094,636
Creditors: amounts falling due within one year	13	(1,764,802)		(798,087)
Net current assets			11,721,495		14,296,549
Total assets less current liabilities			16,737,404		17,091,897
Creditors: amounts falling due after more than one year	14		(866,005)		(799,007)
Provisions for liabilities
Deferred taxation	15	-		(1,251)
Other provisions	16	-		(70,000)
			-		(71,251)
Net assets excluding pension asset			15,871,399		16,221,639
Net assets			15,871,399		16,221,639

Capital and reserves
Called up share capital	17	11,968	8,588
Share premium account	18	38,452,236	26,612,036
Other reserves	18	2,971,178	1,098,828
Profit and loss account	18	(25,563,983)	(11,497,813)
Equity attributable to owners of the Parent Company		15,871,399	16,221,639
		15,871,399	16,221,639

Page 8

AMBER THERAPEUTICS HOLDINGS LIMITED

REGISTERED NUMBER: 13089338

CONSOLIDATED BALANCE SHEET (CONTINUED)

AS AT 31 DECEMBER 2025

The Company's financial statements have been prepared in accordance with the 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 by:

A H W Crawley

Director

Date: 21 August 2026

The notes on pages 14 to 31 form part of these financial statements.

Page 9

AMBER THERAPEUTICS HOLDINGS LIMITED

REGISTERED NUMBER: 13089338

COMPANY BALANCE SHEET

AS AT 31 DECEMBER 2025

		As restated
	2025	2024
Note	£	£

Fixed assets
Investments	9		6,721,895		4,849,406
			6,721,895		4,849,406
Current assets
Debtors: amounts falling due within one year	11	893,188		17,293,016
Cash at bank and in hand	12	94,069		164,651
		987,257		17,457,667
Creditors: amounts falling due within one year	13	(83)		(1,238)
Net current assets			987,174		17,456,429
Total assets less current liabilities			7,709,069		22,305,835


Net assets excluding pension asset			7,709,069		22,305,835
Net assets			7,709,069		22,305,835

Capital and reserves
Called up share capital	17		11,968		8,588
Share premium account	18		38,452,236		26,612,036
Other reserves	18		2,971,178		1,098,828
Profit and loss account brought forward		(5,413,617)		(2,754,415)
Loss for the year		(28,312,696)		(2,659,202)
Profit and loss account carried forward			(33,726,313)		(5,413,617)
			7,709,069		22,305,835

Page 10

AMBER THERAPEUTICS HOLDINGS LIMITED

REGISTERED NUMBER: 13089338

COMPANY BALANCE SHEET (CONTINUED)

AS AT 31 DECEMBER 2025

The Company's financial statements have been prepared in accordance with the 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 by:

A H W Crawley

Director

Date: 21 August 2026

The notes on pages 14 to 31 form part of these financial statements.

Page 11

AMBER THERAPEUTICS HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025

	Called up share capital	Share premium account	Share-based payment reserve	Profit and loss account	Total equity
	£	£	£	£	£
At 1 January 2025	8,588	26,612,036	1,098,828	(11,497,813)	16,221,639

Loss for the year	-	-	-	(14,066,170)	(14,066,170)
Total comprehensive income for the year	-	-	-	(14,066,170)	(14,066,170)
Shares issued during the year	3,380	11,840,200	-	-	11,843,580
Share based payment	-	-	1,872,350	-	1,872,350
At 31 December 2025	11,968	38,452,236	2,971,178	(25,563,983)	15,871,399

The notes on pages 14 to 31 form part of these financial statements.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Share premium account	Share-based payment reserve	Profit and loss account	Total equity
	£	£	£	£	£
At 1 January 2024	1,303	999,696	-	(3,355,612)	(2,354,613)

Loss for the year	-	-	-	(8,142,201)	(8,142,201)
Total comprehensive income for the year	-	-	-	(8,142,201)	(8,142,201)
Shares issued during the year	7,285	25,612,340	-	-	25,619,625
Share based payment	-	-	1,098,828	-	1,098,828
At 31 December 2024	8,588	26,612,036	1,098,828	(11,497,813)	16,221,639

The notes on pages 14 to 31 form part of these financial statements.

Page 12

AMBER THERAPEUTICS HOLDINGS LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025

	Called up share capital	Share premium account	Share based payment reserve	Profit and loss account	Total equity
	£	£	£	£	£
At 1 January 2025 (as previously stated)	8,588	26,612,036	-	(5,413,617)	21,207,007
Prior year adjustment	-	-	1,098,828	-	1,098,828
At 1 January 2025 (as restated)	8,588	26,612,036	1,098,828	(5,413,617)	22,305,835

Loss for the year	-	-	-	(28,312,696)	(28,312,696)
Shares issued during the year	3,380	11,840,200	-	-	11,843,580
Share based payment charge	-	-	1,872,350	-	1,872,350
At 31 December 2025	11,968	38,452,236	2,971,178	(33,726,313)	7,709,069

The notes on pages 14 to 31 form part of these financial statements.

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Share premium account	Share based payment reserve	Profit and loss account	Total equity
	£	£	£	£	£
At 1 January 2024	1,303	999,696	-	(2,754,415)	(1,753,416)

Loss for the year	-	-	-	(2,659,202)	(2,659,202)
Shares issued during the year	7,285	25,612,340	-	-	25,619,625
Share based payment	-	-	1,098,828	-	1,098,828
At 31 December 2024	8,588	26,612,036	1,098,828	(5,413,617)	22,305,835

The notes on pages 14 to 31 form part of these financial statements.

Page 13

AMBER THERAPEUTICS HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

1.	General information

Amber Therapeutics Holdings Limited (formerly Amber Therapeutics Ltd) is a private company, limited by shares, registered in England and Wales. The Company's registered office address is Unit 1 Tech Foundry 2, Curie Avenue, Didcot, OX11 0QQ

The principal activity of the Company is the research and development of biotechnology.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

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

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements.

The following principal accounting policies have been applied:

2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.

The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.

Page 14

AMBER THERAPEUTICS HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.3

Going concern

In considering the appropriate basis on which to prepare the financial statements, the Directors are required to consider whether the Group can continue in operational existence for the foreseeable future.

During the year the Company successfully agreed a Series A Fundraise for a total of £80.9m of which £70m will be received in three tranches, and £10.9m relates to the conversion of convertible loan notes held by the Company. Tranche 1 has been successfully completed with the Company issuing 3,361,257 Series A shares for a total consideration of £11,843,871. On completion of Tranche 1, the convertible loan notes of £10,900,000 converted into 1,047,121 Series A shares and 2,257,853 Series A 1 shares at par.

In addition, following the year end the Company successfully completed Tranche 2 of the Series A funding with the Company issuing 3,926,697 £0.001 Series A shares for a total consideration of £15,944,539. In addition, the Company issued 26,105 £0.001 Ordinary shares for a total consideration of £26.

The Directors, therefore, consider that it is appropriate to prepare the financial statements on a going concern basis.

2.4

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.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

Page 15

AMBER THERAPEUTICS HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:

∙the Group has transferred the significant risks and rewards of ownership to the buyer;

∙the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

∙the amount of revenue can be measured reliably;

∙it is probable that the Group will receive the consideration due under the transaction; and

∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:

∙the amount of revenue can be measured reliably;

∙it is probable that the Group will receive the consideration due under the contract;

∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and

∙the costs incurred and the costs to complete the contract can be measured reliably.

2.6

Government grants

Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.

Grants of a revenue nature are recognised in the Consolidated statement of comprehensive income in the same period as the related expenditure.

2.7

Interest income

Interest income is recognised in profit or loss using the effective interest method.

2.8

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.

Page 16

AMBER THERAPEUTICS HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.9

Pensions

Defined contribution pension plan

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.

2.10

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. 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 income 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 and the Group operate and generate 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;

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and

∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

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.

2.11

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence.

Page 17

AMBER THERAPEUTICS HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.12

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated statement of comprehensive income over its useful economic life.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

The estimated useful lives range as follows:

Goodwill

years

2.13

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, using the straight-line method.

Depreciation is provided on the following basis:

Plant and machinery	-	10%	Straight-line
Office equipment	-	33%	Straight-line
Computer equipment	-	33%	Straight-line
Leasehold improvements	-	10%	Straight-line

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.

Page 18

AMBER THERAPEUTICS HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.14

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted Group shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Consolidated statement of comprehensive income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

Investments in listed company shares are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in profit or loss for the period.

2.15

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

2.16

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.

2.17

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

2.18

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.

2.19

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.

Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.

Increases in provisions are generally charged as an expense to profit or loss.

Page 19

AMBER THERAPEUTICS HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.20

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

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

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting date.

Basic 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 the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

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

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

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.

Page 20

AMBER THERAPEUTICS HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.20

Financial instruments (continued)

Derecognition of financial liabilities

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

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements	17,430	16,918
Preparation of accounts of associates of the Company
Taxation compliance services	6,300	6,080
Preparation of accounts of associates of the Company	7,875	7,693

Employees

The average monthly number of employees, including the directors, during the year was as follows:

	2025	2024
	No.	No.

Employees	56	24

The Company has no employees other than the directors, who did not receive any remuneration (2024 - £NIL)

Page 21

AMBER THERAPEUTICS HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Corporation tax
Current tax on profits for the year	(1,869,979)	(1,190,500)
Adjustments in respect of previous periods	86,658	128

Total current tax	(1,783,321)	(1,190,372)

Deferred tax
Adjustment in respect of prior years	37,668	-
Total deferred tax	37,668	-


	Tax on loss	(1,745,653)	(1,190,372)

Loss on ordinary activities before tax

(15,811,823)

(9,332,573)

Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)	(3,952,956)	(2,333,143)
Effects of:
Expenses not deductible for tax purposes	659,062	662,031
Capital allowances for year in excess of depreciation	-	(1,847)
Other tax adjustments, reliefs and transfers	-	(1,041,067)
Additional deduction for R&D expenditure	(1,490,714)	(802,813)
Surrender of tax losses for R&D tax credit refund	1,354,122	759,657
R&D expenditure credits	-	224
Exempt ABGH distributions	(38,737)	(100,500)
Adustments to tax charge in respect of previous periods	86,658	128
Other timing differences leading to a decrease in taxation	204	-
Adjustments to tax charge in respect of previous periods - deferred tax	37,668	-
Movement in deferred tax not recognised.	1,599,040	1,666,958
Total tax charge for the year	(1,745,653)	(1,190,372)

Page 22

AMBER THERAPEUTICS HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

5.Taxation (continued)

Factors that may affect future tax charges

There were no factors that may affect future tax charges.

6.	Exceptional items
		2025	2024
		£	£

	Costs associated with fundraising legal costs	-	457,841
		-	457,841

7.	Intangible assets
	Group and Company

		Goodwill
		£
	Cost
	At 1 January 2025	3,171,621
	At 31 December 2025	3,171,621
	Amortisation
	At 1 January 2025	577,552
	Charge for the year on owned assets	385,034
	At 31 December 2025	962,586
	Net book value
	At 31 December 2025	2,209,035
	At 31 December 2024	2,594,069

Page 23

AMBER THERAPEUTICS HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

8.	Tangible fixed assets
	Group

	Long-term leasehold property	Plant and machinery	Office equipment	Computer equipment	Other fixed assets	Total
	£	£	£	£	£	£
Cost or valuation
At 1 January 2025	888	272,875	10,132	103,058	8,868	395,821
Additions	2,569,524	209,985	13,964	62,117	-	2,855,590
Disposals	-	(14,422)	-	-	-	(14,422)
Transfers between classes	8,868	-	-	-	(8,868)	-
At 31 December 2025	2,579,280	468,438	24,096	165,175	-	3,236,989
Depreciation
At 1 January 2025	147	133,033	1,989	55,486	3,887	194,542
Charge for the year	128,826	72,755	5,780	30,375	-	237,736
Disposals	-	(2,163)	-	-	-	(2,163)
Transfers between classes	3,887	-	-	-	(3,887)	-
At 31 December 2025	132,860	203,625	7,769	85,861	-	430,115
Net book value
At 31 December 2025	2,446,420	264,813	16,327	79,314	-	2,806,874
At 31 December 2024	741	139,842	8,143	47,572	4,981	201,279

The net book value of land and buildings may be further analysed as follows:
	2025	2024
	£	£

Long leasehold	2,446,420	741
	2,446,420	741

Page 24

AMBER THERAPEUTICS HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

9.	Fixed asset investments

	Company

		Investments in subsidiary companies
		£
	Cost or valuation
	At 1 January 2025	4,849,406
	Additions	30,638,210
	At 31 December 2025	35,487,616
	Impairment
	Charge for the period	28,765,721
	At 31 December 2025	28,765,721

Subsidiary undertakings
The following were subsidiary undertakings of the Company:
Name	Registered office	Class of shares	Holding

Amber Therapeutics Limited	Unit 1 Tech Foundry 2, Curie Avenue, Didcot, OX11 0QQ	Ordinary	100%
Amber Therapeutics PTY Limited	Unit 1, 95 Gardens Drive, Willawong, QLD 4110	Ordinary	100%
Amber Therapeutics Ireland Limited	Unit No 3c,Kellys Retail Park,Mucklagh,Tullamore, Offaly, Ireland	Ordinary	100%
Amber Therapeutics Inc	251 Little Falls Drive, Wilmington, DE 19808	Ordinary	100%
Amber Therapeutics Canada Limited	Hamilton Duncan, 1450 Stn. Tower Gateway, 13401 - 108th Avenue, Surrey. BC V3T 5T3	Ordinary	100%

Page 25

AMBER THERAPEUTICS HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Subsidiary undertakings (continued)

	The aggregate of the share capital and reserves as at 31 December 2025 and the profit or loss for the year ended on that date for the subsidiary undertakings was as follows:
	Name	Profit/(Loss)
		£

	Amber Therapeutics Limited	(14,933,120)
	Amber Therapeutics PTY Limited	(12,632)
	Amber Therapeutics Ireland Limited	-
	Amber Therapeutics Inc	-
	Amber Therapeutics Canada Limited	-

The following company is exempt from the requirements under Companies Act 2006 relating to the audit of financial statements under Section 479A of the Companies Act 2006 Amber Therapeutics Limited registered number 02826839.

10.	Stocks
		Group	Group
		2025	2024
		£	£

Raw materials and consumables	148,341	148,341
	148,341	148,341

11.

Debtors

Group	Group	Company	Company
2025	2024	2025	2024
£	£	£	£


Trade debtors	4,360	11,825	-	-
Amounts owed by group undertakings	-	-	654,843	17,053,575
Other debtors	386,548	385,091	236,729	240,249
Prepayments and accrued income	456,716	84,773	1,616	(808)
Tax recoverable	1,869,979	812,719	-	-
	2,717,603	1,294,408	893,188	17,293,016

Page 26

AMBER THERAPEUTICS HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

12.	Cash and cash equivalents
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Cash at bank and in hand	10,620,353	13,651,887	94,069	164,651
Less: bank overdrafts	-	(1,238)	-	(1,238)
	10,620,353	13,650,649	94,069	163,413

13.	Creditors: Amounts falling due within one year
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Bank overdrafts	-	1,238	-	1,238
Trade creditors	423,529	316,832	-	-
Other taxation and social security	131,270	89,098	-	-
Other creditors	72,995	48,003	-	-
Accruals and deferred income	1,137,008	342,916	83	-
	1,764,802	798,087	83	1,238

14.	Creditors: Amounts falling due after more than one year
		Group	Group
		2025	2024
		£	£

Other creditors	866,005	799,007
	866,005	799,007

Other creditors comprise consideration which is payable on the successful completion of FDA clinical trials. The Directors consider that this outflow is probable.

Page 27

AMBER THERAPEUTICS HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

15.	Deferred taxation
	Group

		2025
		£

	At beginning of year	(1,251)
	Charged to profit or loss	1,251
	At end of year	-

		Group	Group
		2025	2024
		£	£

	Accelerated capital allowances	-	(1,251)
		-	(1,251)

16.	Provisions
	Group

		Dilapidations provision
		£

	At 1 January 2025	70,000
	Released in year	(70,000)
	At 31 December 2025	-

The dilapidation provision relates to an estimate of costs for restoration, repair and redecoration of the Company's leased premises at the termination of the leases in accordance with the terms of the lease agreements.

Page 28

AMBER THERAPEUTICS HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

17.	Share capital
		2025	2024
		£	£

Allotted, called up and fully paid

1,072,400 (2024 - 1,047,070) Ordinary shares of £0.001 each	1,072	1,047
303,030 (2024 - 303,030) Seed shares of £0.001 each	303	303
8,335,040 (2024 - 4,980,000) Series A shares of £0.001 each	8,335	4,980
2,257,853 (2024 - 2,257,850) Series A1 shares of £0.001 each	2,258	2,258

	11,968	8,588

During the year 18,579 Ordinary shares, with a nominal value of £0.001 each were issued for a total consideration of £18.58.

During the year 3,361,257 series A shares, with a nominal value of £0.001 each were issued for a total consideration of £11,847,233.

18.

Reserves

Share premium account

The share premium reserve represents amounts paid in excess of the nominal value of shares issued.

Share-based payment reserve

The share-based payment reserve represents amounts charged across the group in relation to options over restricted stock units in the Company.

Profit and loss account

The profit and loss reserve represents cumulative profit or losses net of dividends paid and other adjustments.

Page 29

AMBER THERAPEUTICS HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

19.	Share-based payments
	The Group of which Amber Therapeutics Holdings Limited is the parent and has a share-based payment plan. Options are granted at the discretion of the Group Directors under this plan, and as of 31st December 2024, 1,240,466 options over ordinary shares in Amber Therapeutics Holdings Limited were outstanding. The share options vest over a period of four years, with 25% vesting after the first complete year and the remaining 75% vesting equally over the remaining 36 months. All share options have a life of ten years before expiry.
		Weighted average exercise price (pence) 2025	Number 2025	Weighted average exercise price (pence) 2024	Number 2024

Outstanding at the beginning of the year	0.001	1,240,466	0.001	325,338
Granted during the year	3.800	1,046,100	0.001	968,264
Forfeited during the year	0.194	(69,102)	0.001	(44,757)
Exercised during the year	1.483	(9,354)	0.001	(8,379)
Outstanding at the end of the year	1.789	2,208,110	0.001	1,240,466

					2025	2024
					£	£

	Equity-settled schemes	1,872,350	1,098,828
		1,872,350	1,098,828

20.	Capital commitments
	At 31 December 2025 the Group and Company had capital commitments as follows:
		Group	Group
		2025	2024
		£	£

	Contracted for but not provided in these financial statements	39,078	2,594,365
		39,078	2,594,365

21.	Pension commitments

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £86,078 (2024: £56,807). Contributions totalling £22,655 (2024: £34,697) were payable to the fund at the balance sheet date and are included in creditors.

Page 30

AMBER THERAPEUTICS HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

22.	Commitments under operating leases
	At 31 December 2025 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
		Group	Group
		2025	2024
		£	£

Not later than 1 year	198,040	319,134
Later than 1 year and not later than 5 years	594,120	1,142,538
	792,160	1,461,672

23.	Post balance sheet events

During July 2026, after the year end, the Company issued 3,926,697 £0.001 Series A shares for a total consideration of £15,944,539. In addition, the Company issued 26,105 £0.001 Ordinary shares for a total consideration of £26.

24.	Controlling party

In the opinion of the directors there is no one controlling party.

Page 31