Annual report and accounts 2024

Oxford Biomedica plc

Delivering

life-changing

therapies

CONTENTS

Strategic report

Chair's statement

Market overview

Group at a glance

Business Model

Chief Executive Officer's statement

Financial Review

Objectives set for 2025

OXB's stakeholders

Stakeholder case study

Corporate Executive Team

ESG report

Principal risks, uncertainties and risk

management framework

Corporate Governance

Board of Directors

Corporate Governance Report

Nomination Committee Report

Audit Committee Report

Directors' Remuneration Report

Directors' Report

110

Financial statements

Consolidated Statement of Comprehensive Income

116

Consolidated and Company Statements of

Financial Position

117

Consolidated and Company Statements of Cash Flows

118

Consolidated Statement of Changes in Equity

119

Company Statement of Changes in Equity Attributable to

Owners of the Parent

120

Notes to the Financial Information

121

Independent Auditors' Report

159

Other information

Glossary

172

Advisers and contact details

174

OXB in brief

A global quality and innovation-

led contract development and

manufacturing organisation (CDMO) in

cell and gene therapy with a mission to

enable its clients to deliver life-changing

therapies to patients around the world.

One of the pioneers in cell and gene

therapy, Oxford Biomedica plc (the

Company) and its subsidiaries (together

the Group or OXB) has 30 years

of experience in viral vectors; the

driving force behind the majority of

gene therapies. It collaborates with

some of the world’s most innovative

pharmaceutical and biotechnology

companies, providing viral vector

development and manufacturing

expertise in lentivirus, adeno-associated

virus (AAV), adenoviral vectors and other

viral vector types.

OXB’s world-class capabilities range

from early stage development to

commercialisation. These capabilities

are supported by robust quality-

assurance systems, analytical methods

and depth of regulatory expertise.

OXB offers a vast number of

unique technologies for viral vector

manufacturing, including a 4th

generation lentiviral vector system (the

TetraVecta™ system), a dual-plasmid

system for AAV production, suspension

and perfusion process using process

enhancers and stable producer and

packaging cell lines.

OXB, a FTSE4Good constituent, is

headquartered in Oxford, UK. It

has development and manufacturing

facilities across Oxfordshire, UK, Lyon

and Strasbourg, France and Bedford

MA, US.

Delivering on our

commitments by executing

our multi-vector,

multi-site strategy as

a pure-play CDMO

Strategic reportCorporate GovernanceFinancial statementsOther information

CONTENTS

Strategic report

Chair's statement

Market overview

Group at a glance

Business Model

Chief Executive Officer's statement

Financial Review

Objectives set for 2025

OXB's stakeholders

Stakeholder case study

Corporate Executive Team

ESG report

Principal risks, uncertainties and risk

management framework

Oxford Biomedica PLC | Annual Report and Accounts 2024 | Strategic report

Dr.Roch Doliveux

Chair

Following our successful

reorganisation and associated

reduction in our cost base, OXB is

transitioning towards long term,

sustainable profitability as a newly

transformed business.

Chair's statement

A year of successful delivery following

our transformation

2024 was an important year for OXB as we executed our

multi-vector, multi-site strategy as a pure-play CDMO which

enabled us to deliver excellent financial, commercial and

operational progress. Following our successful reorganisation

and associated reduction in our cost base, OXB is transitioning

towards long term, sustainable profitability as a newly

transformed business. With revenue growth of 44% and the

delivery of Operating EBITDA profitability for the second half

of 2024, we have demonstrated effective execution against

our objectives. In the year, we have continued to work on

strengthening our position across our global network of sites.

This included securing a growing number of new clients in

the US as well as enabling lentiviral vector development and

manufacturing capabilities in the US and France. Market demand

for OXB’s specialised services and expertise accelerated in 2024,

with an increase of approximately 35% in contracted client

orders, driven by a well-balanced portfolio of client programmes

spanning all stages of development.

Opportunity to grow in an expanding market

Our successful execution comes at an optimal time, as the cell

and gene therapy sector is expected to grow at an average

compound annual growth rate (CAGR) of approximately 20%

from 2025 through to the end of 2030 (GlobalData and

company estimates) and this market momentum shows no

signs of slowing. This is evidenced by a 32% increase in FDA-

approved cell and gene therapy products in 2024 vs. 2023

(www.fda.gov), sustained pipeline development across multiple

therapeutic areas and the number of viral vector based cell and

gene clinical trials having grown by 25% over the past two years

(ARM and GlobalData), with AAV a key growth driver.

A transformed pure-play CDMO in cell and

gene therapy

We have made a number of important strategic decisions

throughout the year, guided by our vision to transform lives

through cell and gene therapy. With the acquisition of ABL

Europe SAS, renamed Oxford Biomedica (France) SAS (OXB

France) in January 2024, we expanded OXB's operational

footprint, further strengthening our position as a global pure-

play cell and gene therapy CDMO. Alongside this, we continue

to successfully implement our "One OXB" strategy, creating a

comprehensive multi-vector, multi-site network spanning the

UK, the US and the EU. Lentiviral vector development and

manufacturing capabilities have now been extended beyond the

UK, to the US and France.

Our global integrated network provides our clients with

access to our best-in-class platform technologies and global

capabilities across all three geographies. To reflect this

evolution, we rebranded as OXB, establishing a stronger, more

recognisable brand identity and building on our established

world leadership in lentiviral vectors. In addition, we have

continued to advance our cutting-edge vector platforms and

technologies, with a focus on client-centric innovation that

ensures our developments directly address our clients' needs

while ultimately benefiting patients. Developments in 2024

include the launch of our inAAVate™ platform for improved AAV

production, the continued roll-out of U1 additive technologies in

GMP manufacturing that enhance viral vector yield and quality

and the rollout of automated testing systems that increase both

precision and efficiency. We maintain our focus on client-centric

excellence with the goal of being the global partner of choice

for pharmaceutical and biotech clients.

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

Our mission:

To enable our clients to

deliver life-changing therapies

to patients

Strategic reportCorporate GovernanceFinancial statementsOther information

Governance, sustainability and ethical leadership

We made several key appointments to our Board and Corporate

Executive Team (CET) during 2024, in line with our new strategy.

Dr. Lucinda (Lucy) Crabtree joined as Chief Financial Officer

(CFO) and Board member in September, bringing valuable

biopharmaceutical and investment industry experience. This was

followed by Stuart Paynter's departure after seven years of

dedicated service and

significant contribution to OXB’s strategic

progress as CFO. We further strengthened our Board's CDMO

expertise through the appointments of Peter Soelkner, CEO

of Vetter Pharma in March 2024, as well as Colin Bond,

former CFO of Sandoz, as a Board member in January 2025.

We also strengthened our shareholder representation with

the appointment of LaurenceEspinasserepresenting Institut

Mérieux, now our second largest shareholder.

Having played a role in shaping OXB's strategy, Dr. Michael

Hayden andCatherine Moukheibirstepped down from the

Board at the Annual General Meeting (AGM) in June 2024. Leone

Patterson also stepped down from the Board on 31 December

2024 to focus on her new responsibilities as Chief Business and

Financial Officer of Zymeworks. After nine years of service as

an Independent Non-Executive Director, Audit Committee Chair

and most recently Vice Chair, Stuart Henderson has informed

the Board that he intends to retire from the Board. As such,

Mr. Henderson will not seek re-election at the 2025 AGM. We

thank Michael, Catherine, Leone and Stuart for their impeccable

service and defining contribution to the business.

Colin Bond will succeed Mr. Henderson as Audit Committee

Chair. His extensive experience chairing Audit Committees for

public companies positions him well for this role. To ensure a

seamless transition and support continuity, Mr. Henderson will

remain available to assist Mr. Bond and the Audit Committee.

We have also implemented a new robust governance framework

through our Environment, Social, Governance and Risk (ESGR)

Committee. The new structure comprises an ESGR Committee

at the Group level reporting to the CET and the Board, alongside

site-level ESGR Committees, ensuring strong governance is

integrated with the risk management framework and aligned

with our corporate sustainability goals. OXB remains dedicated

to ethical and socially responsible operations and as part

of the Group's strategic reset as a pure-play CDMO, we

have also revised our sustainability reporting framework.

The new structure consolidates sustainability activities under

Environment, Social and Governance priorities, creating greater

transparency and clarity.

Looking ahead

As we look ahead to 2025 and beyond, the Board and I

are confident in our position as a pure-play cell and gene

therapy CDMO. At a time of significant growth in the cell

and gene therapy market, our capabilities and 30 years of

expertise perfectly position us to capture this opportunity. We

are meeting our stated financial and operational goals and will

continue to focus on increasing revenue opportunities in the

US and France, including leveraging our new ability to offer

lentiviral development and manufacturing capabilities from all

our global sites.

The foundations we have cemented in 2024 – operational

excellence, an exceptional team, strategic client relationships

and technological innovation – provide a robust platform for

continuing to scale our business and creating long term value

for all stakeholders. I extend my gratitude to our clients for

their ongoing trust, our shareholders for their support and our

OXB colleagues for their impressive delivery and ability to shape

change as we continue to lead the cell and gene therapy CDMO

field as a trusted partner with unmatched quality and innovation.

Dr. Roch Doliveux

Chair

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

Viral vector-based cell and gene therapy

clinical trials

2023 2024

20222021

Source:

ARM clinical trial data, 2021-2024.

3366

1,148

1,164

1,350

1,464

Accumulated FDA approvals of cell

and gene therapies

2019 20232020 2024

2018 20222017 2021

Source:

https://www.fda.gov/vaccines-blood-biologics/cellular-gene-therapy-products/

approved-cellular-and-gene-therapy-products.

3366

+32%

Market overview

The cell and gene therapy

market maintained consistent levels

of growth and innovation in

2024, driven by steady pipeline

development, increasing regulatory

approvals, strong demand for CDMO

services, favourable investment

conditions and the diversification of

therapeutic applications.

Pipeline growth remains steady

The global cell and gene therapy pipeline continued to

evolve in 2024, with the overall number of clinical assets

remaining stable. This stability reflects sustained innovation in

key therapeutic areas, such as oncology, rare genetic disorders

and chronic diseases. Advances in research methods and

production processes are enabling more therapies to progress

through development while maintaining high standards of

quality and innovation.

FDA approvals surge

Regulatory progress reached a milestone in 2024, with FDA

approvals for cell and gene therapy products (excluding blood

and tissue products) rising by 32% year-on-year (www.fda.gov).

This trend reflects the FDA’s increasing commitment to

advancing cell and gene therapies and growing confidence in

the safety and efficacy of these therapies.

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

Vector-specific cell and gene therapy

pipeline 2024

Investments in cell and gene therapy by year

(USD $B)

Adeno

Other

(Unspecified)

2021

Oncolytic

2022

Lenti HSV2020 2024 AAV Retro2019 2023

Source:

GlobalData, Jan 2025.

Source:

ARM Investment Data, 2024.

Includes capital raising and strategic alliances, excludes M&A.

33663366

780

9.8

11.7

399

19.9

15.2

114

22.7

12.6

Preclinical

Early-phase

+30%

Late-phase

Strategic reportCorporate GovernanceFinancial statementsOther information

Demand for CDMO services remains strong

While capacity constraints in the CDMO industry have eased,

demand for high-quality CDMO services remains robust across

all client segments. Large pharmaceutical companies and

established biotechs continue to adopt outsourcing strategies

to de-risk supply chains and expand manufacturing capacity.

Meanwhile, emerging biotechs are increasingly relying on

external partnerships due to limited in-house infrastructure,

particularly for cell and gene therapy development.

Favourable shift in investment dynamics

Following two subdued post-COVID years, investment in cell

and gene therapy rebounded strongly in 2024. Venture capital

and private equity firms renewed their focus on the sector,

drawn by promising therapeutic breakthroughs and expanding

commercialisation prospects.

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

Number of cell and gene therapy trials

by indication in 2024

2024

20232022

Source:

ARM / GlobalData, Jan 2025

294

405

521

870

1,350

1,464

945

943

Non-oncology / unspecified

Oncology

CAGR

33%

CAGR

1,164

In summary, the cell

and gene therapy market

is undergoing dynamic

growth, fuelled by strong

demand for CDMO

services, advancements

in viral vector-based

therapies, favourable

investment conditions and

the diversification of

therapeutic applications.

6 Market overview (Continued)

Key growth segments of the viral vector cell and gene

therapy market

The cell and gene therapy sector has experienced significant

growth in viral vector based therapies.Over the past two years,

the number of viral vector based cell and gene clinical trials has

risen by 25% (ARM, GlobalData), with AAV and lentiviral vectors

maintaining dominance.

The four leading vector types - AAV, lentiviral, adenoviral

and Oncolytic Vectors—continue to drive market growth, with

AAV emerging as a critical growth driver. Backed by a strong

preclinical pipeline, AAV is on track to become the dominant

platform of the cell and gene therapy sector in the near future.

Beyond oncology, cell and gene therapies are expanding into

a diverse range of therapeutic applications. While oncology

trials have grown at a steady 4% CAGR over the past two years,

non-oncology applications have expanded much faster, with

non-viral trials growing at 33% CAGR, more than eight times the

rate of oncology trials (ARM/GlobalData).

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

Consistent levels of market

growth and innovation

As a quality and innovation-led pure-play

CDMO, OXB remains at the forefront of the

cell and gene therapy market dynamics,

leveraging its deep expertise, global footprint,

and end-to-end capabilities to meet the

growing needs of the industry.

Strategic reportCorporate GovernanceFinancial statementsOther information

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

Group at a glance

WHO IS OXB? KEY FACTS ABOUT OXB KEY STATS

A leading CDMO in

cell and gene therapy,

OXB specialises in

viral vector development

and manufacturing. The

Group partners with

pharmaceutical and

biotech clients worldwide

to help them deliver their

life-changing therapies to

patients. With decades

of experience, cutting-

edge platforms and an

unwavering commitment

to innovation, OXB is

transforming the cell and

gene therapy landscape.

• Leading viral vector CDMO: A

quality and innovation-led CDMO

dedicated to advancing cell and

gene therapy through innovative

viral vector solutions.

• Pioneering leadership: Supplier of

the first lentiviral vectors for a CAR-

T therapy.

• Platform and non-platform

projects: A comprehensive service

offering across lentivirus, AAV and

adenovirus for both platform and

non-platform projects.

• End-to-end capabilities: Services

and support at any phase across

all development phases, from

construct and plasmid design

through to commercial-scale GMP

manufacturing.

• Global presence: A strategic

footprint with state-of-the-art

facilities in the UK, the US and

France, situated in close proximity

to its clients.

• Diverse and growing programme

portfolio: Supporting a well-

balanced pipeline of programmes

spanning all stages of development

across emerging biotech,

established biotech and big pharma

companies.

As at April 2025

Number of clients

Client programmes

861

Number of employees

As at 31 December 2024

Number of facilities

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

SELECTED CLIENTS WHERE IS OXB BASED?

1 2 3 4 5

7 8 9

Oxford (UK)

Total footprint:

17,030m

(183,300ft

)

6 x vector substance suites

2 x vector product suites

Bedford, MA (US)

Total footprint:

8,920m

(96,000ft

)

4 x vector substance suites

1 x vector product suite

Lyon (France)

Total footprint:

6,500m

(70,000ft

)

3 x vector substance suites

1 x vector product suite

Strasbourg (France)

Total footprint:

4,900m

(52,700ft

)

2 x vector substance suites

1 x vector product suite

Dublin (Ireland)

EU support office

1 2 3 4 5

The Group's Corporate Head

Office, Oxford, UK, situated on

the Oxford Business Park was

vacated in Q2 2024 and the

employees relocated to the

Group’s other Oxford sites.

Strategic reportCorporate GovernanceFinancial statementsOther information

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

Business Model

Providing innovative process development and

manufacturing services in a fast-growing sector

OXB delivers cutting-edge process development and

manufacturing solutions tailored to the needs of pharmaceutical

and biotech companies in the rapidly growing cell and

gene therapy sector. Leveraging unparalleled expertise in viral

vector manufacturing including lentiviral vectors, AAV and

adenoviral vectors, OXB develops and scales commercially

viable cell and gene therapy products across a diverse array of

therapeutic areas.

World-leading technical expertise and cutting-

edge technologies

Backed by a robust portfolio of intellectual property, including

patents and know-how with 30 years of expertise, OXB stands as

a global leader in both in-vivo and ex-vivo gene therapies. OXB’s

proprietary LentiVector

platform was the first commercially

approved lentiviral based gene delivery system. This technology

is complemented by OXB’s AAV platform (inAAVate™) and

adenoviral platform (AdenoVate™), enabling the Group to offer a

comprehensive suite of viral vector solutions.

By integrating platform innovations and intellectual property into

tailored client agreements, OXB supports its clients in bringing

their cell and gene therapies to market. Revenue streams

are generated through manufacturing services, commercial

development fees, procurement services, milestone payments

and royalties.

Increasing access to cell and gene therapies

through innovation

Innovation and development across key viral vector classes

is central to OXB’s goal of industrialising viral vector

manufacturing. Through advancements across its core viral

vector platforms, OXB is achieving cost reductions, quality

enhancements and scalability - broadening access to cell and

gene therapies for a wider range of therapeutic indications.

By lowering production costs, it is expected that OXB will enable

more molecules to progress through clinical development and

gain approval for broader patient populations. These efficiencies

ultimately support the adoption of transformative treatments

into indications with larger patient bases, making cell and

gene therapies more accessible and sustainable for healthcare

systems worldwide.

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

Flexible development and manufacturing services

For all vector types at any clinical phase

Drug development phases Phase IIPreclinical Phase IIIPhase I Commercial

Ensuring scalability and

enabling tech transfer Large scale commercial supplyOur solutions

Construct and

plasmid design

Cell line development

Pilot manufacturing

Analytical method development

Cell banking

CMC support

QA & QP release

Vector substance GMP manufacturing

Vector product GMP manufacturing

Process development Process characterization

Stability studies

Developing robust processes

and delivering clinical materials

Our

development

offering

Our

manufacturing

offering

Strategic reportCorporate GovernanceFinancial statementsOther information

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

Dr. Frank Mathias

Chief Executive Officer

Chief Executive Officer's statement

Building on three decades of innovation and expertise in viral vector

development, our "One OXB" strategy has established a clear trajectory

towards our revenue growth and profitability targets. The strong commercial

momentum achieved this year, including our growing order book and

our deepening reach and relevance to clients with the “One OXB”

transformation, underpins our confidence in delivering both attractive growth

and sustainable profitability.

Enabling clients to deliver life-changing cell and gene therapies

OXB’s client portfolio features a well-balanced mix of client programmes spanning all stages of development, from early stage

projects to late stage commercial readiness and commercial manufacturing. Demand for OXB’s specialised services and expertise

across all vector segments remained strong in 2024, with new clients including several established biotech companies.

Looking ahead, the Group's pipeline of potential revenue opportunities has also grown significantly, increasing by 30% from

$438million at the start of the year to $570million at the end of 2024. OXB tracks its revenue pipeline through a structured

internal process, providing clear visibility on future opportunities. Clients transitioning from early stage manufacturing to late stage

and commercial activities have moved from a batch reservation model to a binding forecast model, providing increased revenue

visibility for late stage client programmes.

The acquisition of ABL Europe SAS (OXB France) in January 2024 has enhanced OXB's ability to meet growing demand across

the EU by bringing additional GMP manufacturing facilities and expertise in France to the Group. Since then, we have successfully

enabled lentiviral vector development and manufacturing capabilities at our sites in France, complementing the offering of our

facilities in the UK and the US. The alignment of operations across the UK, the US and France is increasing efficiency and agility,

allowing OXB to optimise its capabilities and capacity.

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

Our goal:

To lead the cell and gene

therapy CDMO field as a trusted

partner with unmatched quality

and innovation

Strategic reportCorporate GovernanceFinancial statementsOther information

Portfolio of client programmes diversified across region and vector type

In 2024, the Group maintained strong commercial momentum, as reflected in its growing order book. The contracted value of

client orders signed during 2024 reached approximately £186million at 31 December 2024, an increase of approximately 35%

compared to £138million in 2023. This included momentum in AAV client work, with the number of contracts signed for AAV

now almost as high as lentiviral vectors. Lentiviral vector orders included commercial orders, including engaging OXB to procure

raw materials to de-risk supply as well as securing GMP suite capacity. Orders also included additional batches for late stage

programmes with clients preparing for commercialisation of their CAR-T products. Orders for other viral vectors (excluding lentiviral

vectors and AAV) have grown and now represent approximately one-third of the number of new contracts. These orders validate

OXB’s strong commercial positioning and provide increased revenue visibility.

Client programmes in the US and France now account for more than half of OXB’s client programmes (by number of programmes),

validating our transition to a global model. While lentiviral vectors remain the majority of clinical-stage and commercial

programmes in our portfolio, the number of projects for AAV and other vector types is growing, with earlier stage projects providing

the foundation for future growth.

Client programmes by stage

April 2024

April 2025

35 clients 40 clients

51 client programmes 48 client programmes

Pre-clinical through to early stage clinical 46 42

Late stage clinical 3 4

Commercial agreements 2 2

As per the FY 2023 results release

As of this results release (Includes post-period events)

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

14 Chief Executive Officer's statement (Continued)

Innovation: advancing vector platforms and technologies

The Group focuses on client-centric innovation to address the complex challenges of cell and gene therapy development

and manufacturing.

At the start of 2024, the Group launched the inAAVate™ platform, which offers a proprietary ‘plug and play’ Dual-Plasmid system for

transient transfection, alongside a standard triple transfection system for AAV-based gene therapies. The inAAVate™ platform has

demonstrated cell culture titre exceeding 1E15 vg/L for multiple serotypes across multiple genomes and has delivered an increase

in AAV vector productivity and quality with >50% full capsids in the bioreactor and >90% full capsids in the final drug substance.

The Dual-Plasmid system, combined with the Group's proprietary transfection process has been successfully scaled up to 2,000L

with multiple GMP runs at 500L scale. This high-quality platform delivers industry-leading productivity, supporting successful AAV

product development.

The Group also developed an internal AAV production cell line. Initial evaluations with multiple capsids indicate strong potential

for high productivity and optimised empty-to-full ratios. This cell line is now in scale-up stage and will be available in 2025 for

client evaluation.In addition, OXB developed and optimised a robust enrichment process that produces more than 90% full capsids

across multiple serotypes and genes of interest. This allows the Group to expedite its clients’ products to the clinic, including novel

and engineered capsids, without the need for process development.

OXB has developed multiple innovations that improve the productivity and quality of lentiviral vectors. It has launched refined

lentiviral vectors both across its 3

generation and TetraVecta

platforms, which has led to a two to three fold increase in titre.

OXB’s U1 enhancer is also available on these genome plasmids as an option for clients, saving GMP costs for U1 plasmids.

The Group has made significant progress in improving impurity removal, particularly DNA clearance, while enhancing process

recoveries. These will be scaled up in 2025 and made available to OXB’s clients.As expected, GMP production with the I3A additive

which increases both lentiviral particle yield and potency, will begin in the second half of 2025.

The Group believes that automation is key to further improving productivity and has therefore developed and implemented

automated assays for processes such as PCR, tissue culture and plate-based assays. This approach enhances both the efficiency

and rigour of analytical workflows, allowing OXB to release products to clients faster while maintaining robust quality and

safety standards.

In addition, new assays have been developed to rapidly identify optimal production parameters including timing, plasmid

concentrations, additives and harvest times – to maximise the vector potency for target cell types. Furthermore, the Group has

introduced mass spectrometry to enable deep proteomic profiling of cellular and vector products ultimately accelerating the

development and commercialisation of transformative therapies.

Delivering “One OXB” and commitment to quality

2024 represented the first full year of our transformation. During the year, the Group made significant progress executing its “One

OXB” strategy which provides a multi-vector, multi-site offering to its clients. The transformation and integration workstreams

that were planned to be completed in 2024 were all successfully finalised and transferred to business functions in 2024. The

remaining initiatives are on track for completion by the end of 2025 as planned, providing a unified global operation focused on

client-centric excellence.

In 2024, the Group harmonised project management practices across the UK, the US and France, delivering consistent client

experiences and enabling the seamless execution of global projects. OXB also transitioned towards coordinated capex prioritisation,

enabling an integrated global approach in place of a site-specific approach. Operationally, lentiviral vector capabilities were

expanded to the Bedford MA, US site and OXB's sites in France. An accelerated product introduction process was implemented

speeding up transition from clinical stages to GMP manufacturing for clients. Following the successful implementation in the UK

and the US, the Sales and Operations Planning process was rolled out to our sites in France to optimise project allocation based on

delivery requirements and business impact.

In July 2024, the FDA carried out a routine GMP inspection at two out of our four manufacturing sites in Oxford, UK, with zero

written observations (i.e.: no FDA 483 observations) and few verbal observations.This outcome is a testament to our robust quality

management systems (QMS), high-performing delivery and quality teams and our overall commitment to manufacturing products

to the highest possible standards.

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

Strategic reportCorporate GovernanceFinancial statementsOther information

Building an organisation for success

The Group further strengthened its CET during 2024 to support its continued growth as a global cell and gene therapy CDMO.

Dr. Lucinda (Lucy) Crabtree joined as Chief Financial Officer and Board member in September 2024, bringing extensive experience

in the biopharmaceutical and investment sectors. In addition, Dr. Sabine Sydow was promoted toChief of Staff in April 2024,

leveraging her deep industry expertise. The Group also added experienced CDMO site leaders to support the CET in a move

to reflect its multi-vector, multi-site strategy: Mark Caswell as Site Head of UK Operations, Stéphanie Colloud as Site Head and

General Manager of France Operations and John Maravich as Site Head of US Operations.

In January, OXB acquired ABL Europe SAS (OXB France) from Institut Mérieux for a fair value consideration of €6.6million

(£5.7million), adding over 1,800m

of GMP manufacturing facilities in Lyon and Strasbourg. The acquisition brought over 100

CDMO experts and expanded the Group's EU presence and expertise in process and analytical development, GMP and early stage

manufacturing. This strategic move strengthens OXB's position as a leading cell and gene therapy CDMO while enhancing its ability

to serve EU clients and meet growing demand for viral vector manufacturing services across Europe.

In September, the Group announced the launch of its new corporate brand identity and rebranding to OXB, unveiling a more

modern and recognisable visual identity. In conjunction with the rebrand a revised set of corporate values was also launched,

aligned to OXB's mission and vision. Centred on being responsible, responsive, resilient and respectful, these values support OXB's

mission to enable our clients to deliver life-changing therapies to patients globally, while advancing our vision of transforming lives

through innovative cell and gene therapy solutions.

Outlook

The Group saw growing momentum through the year and successfully delivered positive EBITDA profitability in the second half

of the year. With the UK business already profitable on an EBITDA level we will continue to work towards sustainable profitability

across all our sites. Building on our operational excellence and strong market demand, growing revenue opportunities across our

global client portfolio is a key priority.

Our 2025 objectives sit across three pillars, namely: One OXB (increasing employee engagement and increasing our Group-wide

decarbonisation efforts), Client-Centric Excellence (ensuring on-time and on-quality delivery) and Financials (maintaining our

projected revenue growth and achieving EBITDA profitability.) With strong commercial momentum, growing client demand and the

successful implementation of the "One OXB" strategy, the Group is on track to achieve significant revenue growth and operating

EBITDA profitability in 2025.

Dr. Frank Mathias

Chief Executive Officer

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

Financial Review

In 2024, OXB successfully delivered strong topline growth, with revenues

increasing by 44%, as the Group executed its strategy as a pure-play

cell and gene therapy CDMO. This topline growth, combined with a

streamlined cost base enabled the Group to significantly improve its

Operating EBITDA position compared to 2023. OXB has entered 2025 in a

position of strength and is well-placed to deliver both attractive growth and

sustainable profitability.

Selected highlights of the Group's financial results are as follows:

• Total revenues reached £128.8million representing a 44% (45%

CC) increase compared with 2023 (£89.5million)

and an 81%

organic growth rate. Organic growth excludes the impact of the acquisition of ABL Europe SAS (OXB France) and the loss of

revenues from Homology.

• This strong revenue growth was driven by:

◦ Increase in lentiviral vector manufacturing of GMP batches for clinical clients and for clients in preparation for

commercial launch

◦ Clients moving further along their clinical development pathways including an increase in development revenues from

process characterisation and validation work

◦ Procurement and Storage services to provide stability of supply of raw materials

◦ Complemented by new contributions from OXB France (£11.5million) on an inorganic basis

• Significant improvement in Operating EBITDA

loss to £15.3million (2023: £52.8million), which narrowed by £37.5million.

◦ Achieved £5.0million operating EBITDA profit in the second half of 2024 at Group level.

• Operating loss of £39.4million (including operating loss from OXB (France) (£11.8million) also represented a significant

narrowing compared with 2023 (£184.2million) due to a combination of increased revenues and a positive impact of the

2023 reorganisation lowering the overall cost base. The 2023 operating loss was also negatively impacted by an impairment of

the US business of £99.3million.

• Acquisition of ABL Europe SAS (OXB France) from Institut Mérieux for a fair value consideration of €6.6million (£5.7million) by

means of a share-for-share exchange increasing net assets of the Group by £7.4million and giving rise to a bargain purchase

gain of £1.7million.

• Cash burn

of £68.2million in 2024 (2023: £39.1million) arising principally from operating loss and the increased activity in the

second half of 2024 resulting in a higher balance of Contract Assets and Trade Receivables which are not yet due as at the year

end, offset by the cash inflow of £17.5million as a result of the investments by Institut Mérieux.

• Cash at 31 December 2024 was £60.7million (2023: £103.7million); net cash at 31 December 2024 was £20.6million (2023:

£65.2million).

• Expansion of OXB's lentiviral development and manufacturing capabilities to its US and France sites completed, establishing a

fully operational multi-site platform that will support geographic diversification of revenue streams going forward. This strategic

expansion is now generating revenue momentum across all three key regions.

• In 2024, OXB increased its ownership of OXB US LLC by 10%, from 80% to 90%. This followed the conversion of an existing

working capital loan and a capital injection into OXB US LLC, on 26 June 2024. On 1March 2025, OXB US Inc exercised the call

option for the purchase of the remaining 10% of OXB US LLC from Q32 Bio, Inc (Q32). At the date of this report, the transfer of

Q32’s remaining 10% holding in OXB US to OXB US Inc is in the process of being finalised.

CC refers to Constant Currency, which refers to the equivalent growth based on the prior year exchange rates.

Organic revenues adjusted for the non-recurrence of 2023 revenues in the US from Homology in the US (£23.2million) and the impact of the acquisition of ABL

Europe SAS (OXB France).

Operating EBITDA (Earnings Before Interest, Tax, Depreciation, Amortisation, Impairment, revaluation of investments and assets at fair value through profit and

loss and share based payments) is a non-GAAP measure often used as a surrogate for operational cash flow as it excludes from operating profit or loss all

non-cash items, including the charge for share based payments. However, deferred bonus share option charges are not added back to operating profits in the

determination of Operating EBITDA as they may be paid in cash upon the instruction of the Remuneration Committee. A reconciliation to GAAP measures is

provided on page 21.

Cash (burn)/accretion is net cash generated from operations plus net interest paid plus capital expenditure. A reconciliation to GAAP measures is provided on

page 22.

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

Dr. Lucinda Crabtree

Chief Financial Officer

Broadening and

strengthening foundations

to support EBITDA

profitability

Strategic reportCorporate GovernanceFinancial statementsOther information

Key Financial and Non-Financial Performance Indicators

The Group evaluates its performance inter alia by making use of alternative performance measures as part of its Key Financial

and Non-Financial Performance Indicators as disclosed in the table below. The Group believes that these Non-GAAP measures,

together with the relevant GAAP measures, provide a comprehensive and accurate reflection of the Group's performance over time.

The Board has taken the decision that the Key Financial Performance Indicators against which the business will be assessed are

Revenue, Operating EBITDA and Operating profit/(loss). The figures presented in this section for prior years are those reported in

the Annual Reports for those years.

£'m 2024 2023 2022 2021 2020

Revenue 128.8 89.5 140.0 142.8 87.7

Operations

Operating EBITDA

(15.3) (52.8) 1.6 35.9 7.3

Operating (loss) / profit (39.4) (184.2) (30.2) 20.8 (5.7)

Cash Flow

Cash (used in) / generated from operations (50.7) (36.0) (13.2) 24.5 (3.9)

Capex

7.5 9.8 16.3 9.5 13.4

Cash (burn) / accretion

(68.2) (39.1) (33.0) 16.0 (7.8)

Financing

Cash 60.7 103.7 141.3 108.9 46.7

Loan 40.1 38.5 39.8 - -

Non-Financial Key Indicators

Headcount

Year end 861 714 904 815 673

Average 845 854 929 759 609

Operating EBITDA (Earnings Before Interest, Tax, Depreciation, Amortisation, Impairment, revaluation of investments and assets at fair value through profit and loss and share based

payments) is a non-GAAP measure often used as a surrogate for operational cash flow as it excludes from operating profit or loss all non-cash items, including the charge for share

based payments. However, deferred bonus share option charges are not added back to operating profits in the determination of Operating EBITDA as they may be paid in cash upon the

instruction of the Remuneration Committee. A reconciliation to GAAP measures is provided on page 21.

This is purchases of property, plant and equipment as per the cash flow statement which excludes additions to right-of-use assets. A reconciliation to GAAP measures is provided on

page 119.

Cash (burn)/accretion is net cash generated from operations plus net interest paid plus capital expenditure. A reconciliation to GAAP measures is provided on page 22.

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

Revenue

£m

2024202320212020 2022

+44%

Vaccine revenues

Manufacturing

Licences, milestones and

royalties

Procurement services

Development Services

150

140

130

120

110

100

87.7

142.8

140.0

128.8

89.6

18 Financial Review (Continued)

Revenue

Group revenue of £128.8million was a 44% increase on 2023 (£89.5million). Organic growth was 81%, once adjusted for the

non-recurrence of 2023 revenues from Homology in the US (£23.2million). This organic growth is driven by a 76% revenue growth

in lentiviral vector projects in the UK and new client work in the US. OXB France provided a contribution to the overall revenue of

£11.5million.

In order to provide the users of the accounts with a more detailed understanding of the revenue streams the table below provides a

breakdown of the key streams individually.

Revenue generated from manufacturing increased by 34% to £68.4million (2023: £51.0million) due to an increase in the number of

batches manufactured for clinical clients and for clients in preparation for commercial launch; and the new contributions from OXB

France (£5.5million). Homology contributed £17.1million of manufacturing revenue in 2023.

Revenue generated from development services increased by 49% to £47.3million (2023: £31.8million) due to client products

moving further along their clinical development pathways including an increase in development revenues from process

characterisation and validation work; and the new contributions from OXB France (£6.1million). Homology contributed £6.1million

of development services revenue in 2023.

Revenues from licence fees, milestones and royalties increased by 9% to £7.3million (2023: £6.7million). Milestones and licence

fees increased to £4.1million (2023: £2.7million) due to the timing of milestones achieved from existing clients. Royalties

decreased to £3.2million (2023: £4.0million) as the Kymriah product matures through its life cycle.

In 2024, Procurement and Storage services generated £5.8million in revenue (2023: £ nil). This revenue line, recognised as

point in time, represents additional procurement and storage services from clients undergoing commercial preparation activities,

representing our readiness to provide clients stability of supply and the maturity of the Group in its capacity as a CDMO.

Gross Margin in 2024 was 41% (2023: 44%) due to product mix with the transition to higher volume manufacturing contracts and

the positive margin impact of the contract closure for Homology in the prior year.

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

Strategic reportCorporate GovernanceFinancial statementsOther information

£'m 2024 2023 2022 2021 2020

Revenue

Manufacturing services 68.4 51.0 93.8 111.1 45.4

Development services 47.3 31.8 34.3 17.3 23.1

Procurement services 5.8 - - - -

Licences, milestones and royalties 7.3 6.7 11.9 14.4 19.2

Total revenue 128.8 89.5 140.0 142.8 87.7

Cost of Sales

Manufacturing services (42.2) (33.1) (52.3) (50.4) (29.0)

Development services (29.0) (16.7) (18.6) (10.0) (12.4)

Procurement services (4.6)

Total Cost of Sales (75.8) (49.8) (70.9) (60.4) (41.4)

Gross Profit 53.0 39.7 69.1 82.4 46.3

Gross Margin 41% 44% 49% 58% 53%

Operating EBITDA

2024 Operating EBITDA loss of £15.3million, is £37.5million lower than 2023 (£52.8million), as a result of revenues increasing by

44%, whilst the Group's cost base including raw materials included in cost of sales increased by 2% to £149.3million. The costs

included a decrease in operational spend due to cost saving initiatives, the restructuring and the closure of the Product division at

the end of 2023. These cost savings were partly offset by an increase in operational spend due to the consolidation of the results of

OXB France for 11 months, acquisition-related due diligence costs of £0.2million and inflationary increases.

In 2024, the Group benefited, in Other Income, from a £1.7million one-off gain as a result of the bargain purchase accounting

relating to the acquisition in France. In 2023, the Group benefited from a one-off profit on sale of its Harrow House facility

of £0.5million in a sale and lease back transaction. Other income also includes sub lease rental income £2.5million (£2023:

£2.2million) and grant income to further develop supply chain capabilities of £1.1million (2023: £0.6m).

£'m 2024 2023 2022 2021 2020

Revenue 128.8 89.5 140.0 142.8 87.7

Other income 5.3 2.8 2.3 0.9 0.8

Gain on sale of property (0.1) 1.0 21.4 - -

Total expenses

(149.3) (146.1) (162.0) (107.8) (81.1)

Operating EBITDA

(15.3) (52.8) 1.6 35.9 7.3

Impairment - (99.3) - - -

Non cash items

(24.1) (32.1) (31.8) (15.1) (13.0)

Operating (loss)/profit (39.4) (184.2) (30.2) 20.8 (5.7)

Total expenses are operational expenses including cost of goods incurred by the Group. A reconciliation to GAAP measures is provided on page 20.

Operating EBITDA (Earnings Before Interest, Tax, Depreciation, Amortisation, Impairment, revaluation of investments and assets at fair value through profit and loss and share based

payments) is a non-GAAP measure often used as a surrogate for operational cash flow as it excludes from operating profit or loss all non-cash items, including the charge for share

based payments. However, deferred bonus share option charges are not added back to operating profits in the determination of Operating EBITDA as they may be paid in cash upon the

instruction of the Remuneration Committee. A reconciliation to GAAP measures is provided on page 21.

Non-cash items include depreciation, amortisation, revaluation of investments, fair value adjustments of available-for-sale assets and the share based payment charge. A reconciliation

to GAAP measures is provided on page 20.

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

20 Financial Review (Continued)

Total Expenses

In 2024, the Group pivoted to a pure-play CDMO and as a result, the classification of the expenditure types has been reviewed and

represented in a more meaningful way. Note 37 provides a reconciliation of the Re-presentation.

• The costs previously disclosed as Bioprocessing and the element of Research and Development which related to Development

services are now included as operating costs.

• Innovation costs relate to the internal development work undertaken on OXB platforms.

• Commercial costs relate to the teams engaged in business development activities.

• Administration expenses are those departments who support the operational teams across the Group.

In order to provide the users of the accounts with a more detailed explanation of the reasons for the year-on-year movements

of the Group's operational expenses included within Operating EBITDA, the Group has removed depreciation, amortisation and

the share option charge as these are non-cash items which do not form part of the Operating EBITDA alternative performance

measure. As Operating (loss)/profit is assessed separately as a key financial performance measure, the year-on-year movement in

these non-cash items is then individually analysed and explained specifically in the Operating and Net (loss)/profit section. Expense

items included within Total Expenses are then categorised according to their relevant nature with the year-on-year movement

explained in the second table on the next page.

£'m 2024 2023 2022 2021 2020

Operating costs

57.3 86.2 60.9 40.2 29.7

Innovation costs 4.5 11.5 33.9 7.2 10.7

Commercial costs 6.4 3.9 - - -

Administrative expenses 29.4 26.9 28.2 15.1 11.3

Impairment - 99.3 - - -

Operating expenses 97.6 227.8 123.0 62.5 51.7

Depreciation (20.1) (21.5) (20.3) (12.4) (9.8)

Amortisation (2.3) (7.2) (6.1) - -

Impairment - (99.3)

- - -

Share option charge (1.7) (3.5) (5.4) (2.5) (2.4)

Adjusted Operating expenses

73.5 96.3 91.2 47.6 39.5

Cost of sales 75.8 49.8 70.8 60.2 41.7

Total Expenses

149.3 146.1 162.0 107.8 81.2

Includes benefit of the RDEC tax credit.

Impairment on the US LLC business following the decision of Homology to cease clinical activities.

Research, development, manufacturing and administrative expenses excluding depreciation, amortisation, impairment and the share option charge.

Cost of sales plus research, development, manufacturing and administrative expenses excluding depreciation, amortisation, impairment and the share option charge.

£'m 2024 2023 2022 2021 2020

Raw materials, consumables and other external

manufacturing services costs 47.0 32.4 45.6 34.2 22.0

Manpower-related 76.9 83.2 84.4 55.0 45.3

External R&D expenditure 0.7 2.5 3.6 2.5 1.4

Acquisition costs 0.2 1.4 5.1 1.2 -

Other costs 31.9 32.8 27.8 20.0 17.1

RDEC Credit (7.4) (6.3) (4.5) (5.1) (4.6)

Total Expenses

149.3 146.1 162.0 107.8 81.2

Total expenses are operational expenses including cost of goods incurred by the Group. A reconciliation to GAAP measures is provided above.

• Raw materials, consumables and other external manufacturing costs have increased by 45% as a direct result of the increase in

the number of lentivector batches produced and development activities. 85% of these costs are classifed as cost of sales and

increase with revenue.

• Manpower-related costs are lower than 2023 driven by the restructuring completed at the end of 2023, which included

redundancy costs incurred (£5.6million) with the loss of approximately 200 roles across the UK and the US business, as well as

the fact that no bonuses accrued with regards to 2023 performance. The lower costs were partly offset by inclusion of 11-month

impact of the 151 roles in OXB France and a bonus has been accrued on 2024 performance as the Group achieved its targets.

• External R&D expenditure decreased as a result of the closure of the Product division during 2024.

• Due diligence costs incurred in 2024 and in 2023 were as a result of the acquisition of ABL Europe SAS (OXB France). Due

diligence costs incurred in 2022 related to the establishment of OXB US.

• Other costs were in line with 2023 despite the 11-month impact of the inclusion of the administrative expenditure of OXB France

and inflationary increases.

• The RDEC credit has increased to £7.4million (2023: £6.3million) due to an increase in activity which qualifies for supporting the

resolution of scientific uncertainty.

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

Strategic reportCorporate GovernanceFinancial statementsOther information

Operating and Net (loss)/ profit

£'m 2024 2023 2022 2021 2020

Operating EBITDA

(15.3) (52.8) 1.6 35.9 7.3

Depreciation, Amortisation and share

option charge (24.1) (32.2) (31.8) (14.9) (12.2)

Impairment - (99.3) - - -

Revaluation of investments/Change in fair value

of available for sale assets - 0.1 - (0.2) (0.8)

Operating (loss)/profit (39.4) (184.2) (30.2) 20.8 (5.7)

Interest (7.2) (6.3) (7.8) (0.9) (0.8)

Foreign exchange (0.7) 1.9 (8.0) - -

Taxation (1.3) 4.4 0.8 (0.9) 0.3

Net(loss)/profit (48.6) (184.2) (45.2) 19.0 (6.2)

Operating EBITDA (Earnings Before Interest, Tax, Depreciation, Amortisation, Impairment, revaluation of investments and assets at fair value through profit and loss and share based

payments) is a non-GAAP measure often used as a surrogate for operational cash flow as it excludes from operating profit or loss all non-cash items, including the charge for share

based payments. However, deferred bonus share option charges are not added back to operating profits in the determination of Operating EBITDA as they may be paid in cash upon the

instruction of the Remuneration Committee.

In arriving at Operating (loss)/profit it is necessary to deduct from Operating EBITDA the non-cash items referred to above. The

depreciation (£20.1million) and amortisation (£2.3million) charge are lower than prior year due to the OXB US impairment at

the end of 2023 offset by the 11-month impact of the acquisition of the fixed assets of OXB France. The share option charge

£1.7million (2023: £3.5million) decreased due to the impacts of staff turnover and lower share price.

The impact of these charges increased the operating EBITDA loss and resulted in an operating loss of £39.4million in 2024. This

compared to an operating loss of £(184.2)million in the prior year primarily driven by the impairment of £99.3million.

The net interest charge increased by £0.9million as a result of a decrease in bank interest received of £1.7million to £3.2million

due to a lower cash balance and a reduction in the interest on finance leases as the lease balances decrease. Foreign exchange

losses of £0.7million were recognised in 2024 on the loan from Oaktree Capital Management, L.P. (Oaktree loan or Oaktree loan

facility), as opposed to foreign exchange gains of £1.9million in 2023. The corporation tax charge is impacted by an increase in the

notional tax charge due to an increase in the RDEC tax credit expected for 2024 offset by the release of the deferred tax liability on

the US intangibles.

Other Comprehensive Income

The Group recognised a loss within other comprehensive income in 2024 of £0.7million (2023: £5.3million) in relation to

movements on the foreign currency translation reserve. The translation reserve comprises all foreign currency differences arising

from the translation of the financial statements of foreign operations, including gains arising from monetary items that in substance

form part of the net investment in foreign operations.

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

22 Financial Review (Continued)

Cash flow

£'m 2024 2023 2022 2021 2020

Operating (loss)/profit (39.4) (184.2) (30.2) 20.8 (5.7)

Non-cash items included in operating loss

24.1 131.4 31.8 15.1 13.0

Operating EBITDA

(15.3) (52.8) 1.6 35.9 7.3

Working capital movement

(35.4) 16.8 (14.8) (11.4) (11.2)

Cash (used in)/ generated from operations (50.7) (36.0) (13.2) 24.5 (3.9)

R&D tax credit received - 7.5 0.6 1.0 7.0

Net Cash (used in)/ generated from operations (50.7) (28.5) (12.6) 25.5 3.1

Interest paid, less received - 0.1 (4.1) - -

Sale of Investment Asset - - - - 2.5

Lease payments (10.1) (9.2) - - -

Capex

(7.5) (1.4) (16.3) (9.5) (13.4)

Net cash (burn) / inflow

(68.2) (39.1) (33.0) 16.0 (7.8)

Acquisition of subsidiary 9.0 - (99.2) - -

Sale of building - - 60.0 - -

Net proceeds from financing

17.1 0.6 104.6 46.2 38.3

Movement in year (42.1) (38.4) 32.4 62.2 30.5

Depreciation, Amortisation, Impairment, revaluation of investments and assets at fair value through profit and loss, and share based payments.

Operating EBITDA (Earnings Before Interest, Tax, Depreciation, Amortisation, Impairment, revaluation of investments and assets at fair value through profit and loss and share based

payments) is a non-GAAP measure often used as a surrogate for operational cash flow as it excludes from operating profit or loss all non-cash items, including the charge for share

based payments. However, deferred bonus share option charges are not added back to operating profits in the determination of Operating EBITDA as they may be paid in cash upon the

instruction of the Remuneration Committee. A reconciliation to GAAP measures is provided on page 21.

This isChanges in working capital and reversal of the Gain on sale of building as outlined in note 30: Cash flow from operating activities on page 154.

This is Purchases of property, plant and equipment as per the cash flow statement which excludes additions to Right-of-use assets. A reconciliation to GAAP measures is provided on

page 119.

Cash (burn)/inflow is net cash generated from operations plus net interest paid plus capital expenditure.

This is net cash generated from financing activities as per the Cash flow statement on page 119 excluding interest paid and lease liability payments.

The Group held £60.7million of cash at 31 December 2024 (2023: £103.7million. Significant movements across the year, are

explained below:

• The operating EBITDA loss of £15.3million.

• A negative working capital movement of £35.4million principally driven by:

◦ An increase in Trade and other receivables of £34.3million to £59.0million (2023: £24.7million), of which £3.2million relates

to OXB France. This significant increase on 2023 is directly related to increased activity in the second half of 2024, which

resulted in £23.3million of Trade receivables at the end of 2024 for invoices not yet due (2023: £8.1million) and £18.0million

of contract assets (2023: £5.2million) from inflight manufacturing batches and in progress development projects all of which

will be invoiced in 2025.

◦ An increase in Trade and other payables of £8.4million to £26.2million (2023: £17.8million), of which £5.9million relates to

OXB France. The accruals in 2024 include a corporate bonus accrual which was nil in 2023.

◦ A decrease in Contract Liabilities and Deferred Income of £2.1million to £25.3million (2023: £27.4million) of which

£3.0million relates to OXB France. This reduction is driven by the utilisation of opening contract liabilities relating to batch

deposits by £6.2million for batches which have been manufactured during 2024.

• The 2023 UK RDEC refund from HMRC was received in March 2025, therefore is outstanding at the year end, but in the

comparable period both the 2021 and 2022 RDEC tax credits were received in 2023.

• Purchases of property, plant and equipment of £7.5million (2023: £9.8million), as the Group invested in the expansion of

lentiviral development and manufacturing capabilities to the sites in the US and France as part of the execution of its "One

OXB" strategy.

• Lease payments of £10.1million (2023: £9.2million) for all facilities which have increased due to the inclusion of leases related to

OXB France and the full year impact of the sale and leaseback of the Group's UK Harrow House facilities.

• The acquisition of the ABL Europe SAS (OXB France) in January 2024 resulted in an inflow of £9.0million.

• The net proceeds from financing (excluding finance leases and interest) during 2024 was £17.1million, consisting of proceeds

from the share subscription associated with the OXB France acquisition £17.5million offset by repayment of short term OXB

France loans £0.4million.

The result of the above movements is a net decrease of £42.1million which, together with a negative movement in foreign

currency balances of £0.9million, leads to a decrease in cash from £103.7million to £60.7million.

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

Strategic reportCorporate GovernanceFinancial statementsOther information

Subsequent events

On 1 March 2025, OXB US Inc exercised the call option for the purchase of the remaining 10% of OXB US LLC from Q32. At the date

of this report, the transfer of Q32’s remaining 10%holding in OXB US to OXB US Inc is in the process of being finalised.

Financial outlook

Near-term outlook

Financial metric 2025 guidance (CC)

Revenue £160million - £170million

Operating EBITDA profit Low single-digitmillion

1 CC refers to Constant Currency, which refers to the equivalent growth based on the prior year exchange rates.

The Group expects 2025 revenues to be between £160million and £170million, with contracted client orders providing a high

degree of visibility. Revenues for 2025 are expected to be second half-weighted, in line with prior years, due to holiday shutdown

and annual routine maintenance that occurs at the start of each year.

The Group's revenue backlog

stood at approximately£150millionas at 31 December 2024 compared to£94millionas at

31 December 2023. This is the amount of future revenue available to earn from current orders. The contracted value of client

orders

signed in 2024 was approximately £186million, an increase of approximately 35% compared to £138million in 2023

which instils confidence in the Group's ability to deliver further revenue growth in 2025 and 2026. This includes £141million

to be recognised in 2025, subject to revenue performance obligations. This compares to £82million at the same time last

year (equivalent to 64% of FY 2024 Revenues of £128.8million). With our strong business development pipeline and sufficient

manufacturing and development capacity, we have strong visibility of the remaining 2025 revenue guidance.

Capital expenditure for 2025 is expected to be low double-digit £million, limited to maintenance capex required as well as

disciplined spend on certain key capital expenditure projects.

Operating EBITDA profitability is expected in 2025, with a low single digit £million Operating EBITDA profit. This is expected to be

second half weighted, in line with revenues and with the benefits of the streamlined cost base to increase through the course of

the year.

The business is sensitive to FX fluctuations due to the revenues being receivable in Sterling, Euro and US Dollars with certain

expenditures payable in Euro and US Dollars, including the loan payments due to the Oaktree loan facility being denominated in

dollars. Financial guidance excludes the impact of FX fluctuations.

Medium term financial guidance and long term ambition

Building on its track record and competitive advantage as a viral vector specialist, the Group aims to ultimately have a market

leading position in the viral vector supply market across all key vector types. The Group continues to target a three-year revenue

CAGR of more than 35% for 2023-2026.

The Group’s expectations for 2026 include an increase in manufacture of GMP batches compared with 2025, primarily driven by

commercial and late stage client activity in the UK. Early stage GMP manufacturing is expected to increase as programmes from

new and existing clients advance into the clinic across the sites in the UK, the US and France.

To support the high growth in GMP manufacturing demands, driven by late stage and commercialisation activities, OXB expects

to make investments in headcount in 2026 to increase manned GMP suite capacity. With ongoing focus on efficiency and a

disciplined approach to our cost base and planned targeted investment, the Group continues to target Operating EBITDA margins

of approximately 20% by the end of 2026.

Beyond 2026, the Group is targeting revenue growth in excess of the broader viral vector market. Manufacturing revenues as a

proportion of total revenues are expected to increase, from approx. 50% in 2024 to c.70% in 2029. OXB is targeting continued

margin expansion following the pivot to positive operating EBITDA in 2025, as the Group continues to grow top line and benefits

from operating leverage.

Financial metric Medium-term guidance

Revenue CAGR (2023-2026) >35%

Operating EBITDA margins ~20% by end of 2026

Revenue backlog represents the ordered gross value of CDMO revenues available to earn. The value of customer orders included in revenue backlog only

includes the value of work for which the customer has signed a financial commitment for OXB to undertake, whereby any changes to agreed values will be

subject to change orders, cancellation fees or the triggering of optional/contingent contractual clauses.

Contracted value of client orders represent the value of customer orders for which the customer has signed a financial commitment, whereby any changes to

agreed values will be subject to either change orders, cancellation fees or the triggering of optional/contingent contractual clauses.

Includes contributions from milestones, licensing and royalties.

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

24 Financial Review (Continued)

Viability Statement

The Directors have assessed the prospects of the Group over the three years to December 2027. They believe three years to be

appropriate due to the inherent significant uncertainties of forecasting within and beyond this time horizon given the nature of the

business sector in which the Group operates. The assessment has been performed by developing and updating the Long Range

Plan that covers the viability assessment period which the Board has scrutinised in depth together with its financial advisers prior

to the publication of this statement. The Group’s strategy is to exploit its platform technologies in lentiviral vector (LentiVector®),

AAV and others to support the development of other companies’ cell and gene therapy products. The Group is generating growing

cell and gene therapy revenues from providing process development and manufacturing services to other companies and fees

for licensing its platform technology, generating upfront receipts and royalties. Over the three years to December 2027 the

Directors believe that revenues from providing process development and manufacturing services to its clients and from licensing its

technology to third parties will be

sufficient to support a sustainable Group.

The following factors are considered both in the formulation of the Group’s strategy and in the assessment of the Group’s

prospects over the three-year period:

• The principal risks and uncertainties faced by the Group, including emerging risks as they are identified (such as climate change)

and the Group’s response to these.

• The prevailing economic climate and global economy, competitor activity, market dynamics and changing client behaviours.

• How the Group can best position itself to take advantage of the current opportunities within the cell and gene therapy and

adenovirus markets.

• Opportunities for further technology investment and innovation.

• The resilience afforded by the Group’s enviable technology platform and innovation capabilities.

• The financial viability of the Group, taking into account its current financial position and ability to secure future financing either

to repay or refinance the existing Oaktree loan when it falls due in 2026.

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

Strategic reportCorporate GovernanceFinancial statementsOther information

Going concern

The financial position of the Group and the Company, their cash flows and liquidity position are described in the Financial

Statements and notes to these financial statements section of this Annual report and accounts. 

The Group and the Company made a loss after tax for the year ended 31 December 2024 of £48.6million and £12.8million

respectively and consumed net cash flows from operating activities for the year of £50.7million and £2.0million.

The Group also:

• Closed the acquisition of ABL Europe SAS (OXB France) in January 2024 for a consideration of €15million, (including €10million

of pre-completion cash funding from Institut Mérieux).

• Ended the period with cash and cash equivalents of £60.7million. 

In considering the basis of preparation of the FY24 Annual report and accounts, the Directors have prepared cash flow forecasts for

a period of at least 12 months from the date of approval of these financial statements, based in the first instance on the Group’s

2025 latest forecast and forecasts for 2026. The Directors have undertaken a rigorous assessment of the forecasts in a base case

scenario and assessed identified downside risks and mitigating actions. These cash flow forecasts also take into consideration

severe but plausible downside scenarios including: 

• Commercial challenges leading to a substantial manufacturing and development revenue downside affecting both the

LentiVector® platform and AAV businesses.

• Considerable reduction in revenues from new clients.

• Removal of any future licence revenues.

• The potential impacts of a downturn in the biotechnology sector on the Group and its clients including expected revenues from

existing clients under long term arrangements.

Under both the base case and mitigated downside scenario, the Group and the Company have sufficient cash resources to

continue in operation for a period of at least 12 months from the date of approval of these financial statements.

In the event of all the downside scenarios above crystallising, the Group and Company would continue to comply with its existing

loan covenants until the maturity of the Oaktree loan without taking any mitigating actions, but the Board has mitigating actions in

place that are largely within its control that would enable the Group to reduce its spend within a reasonably short time-frame to

increase the Group and the Company's cash covenant headroom as required by the Oaktree loan facility. Specifically, the Group

will continue to monitor its performance against the base case scenario and if base case cash-flows do not crystallise, start taking

mitigating actions by the end of Q4 2025 which may include rationalisation of facilities and rightsizing the workforce.

In addition, the Board has confidence in the Group and the Company's ability to continue as a going concern for the

following reasons:

• As noted above, the Group has cash balances of £60.7million at the end of December 2024.

• £141million of 2025 forecasted revenues are covered by contracted client orders which give confidence in the level of revenues

forecast over the next 12 months.

• The Group intends to delay the construction element of its Oxbox manufacturing facility expansion to take place during 2028

and 2029.

• The Group's ability to continue to be successful in winning new clients and building its brand as demonstrated by successfully

entering into new client agreements including with multiple new clients over the last 6 months.

• The Group has the ability to control capital expenditure costs and lower other operational spend, as necessary. 

Taking account of the matters described above, the Directors are confident that the Group and the Company will have sufficient

funds to continue to meet their liabilities as they fall due for at least 12 months from the date of approval of the financial statements

and therefore have prepared the financial statements on a going concern basis.

Dr. Lucinda Crabtree

Chief Financial Officer

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

OBJECTIVE HEADLINES WEIGHTING

"One OXB"

— Increase employee engagement. (10%)

— Increase company-wide decarbonisation. (5%)

15%

Client-Centric Excellence

— Ensure on-time and on-quality delivery. (25%)

25%

Financials

— Maintain revenue growth according

to guidance (30%)

— Pivot to profitability on EBITDA level. (30%)

60%

The Remuneration Committee is

responsible for assessing the achievement

of the above objectives and has the

discretion to determine the extent to which

each objective is met, partially met or

exceeded. The Remuneration Committee

will also take into consideration the

circumstances in which the objectives

were achieved, for example, the market

conditions, if achieved on time and to

budget.

Objectives set for 2025

The Company objectives for 2025 apply to all OXB entities.

They are cascaded across all sites and incorporated in employees

personal objectives.

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

KEY STAKEHOLDERS

Patients Shareholders

Employees

Clients

Local

Communities

Suppliers

Regulators

Strategic reportCorporate GovernanceFinancial statementsOther information

OXB's stakeholders

The Board believes that to maximise value

and ensure long term success, the Directors

must consider the interests of key stakeholders.

This is most effectively accomplished through

proactive and effective engagement.

s172 (1) of the Companies Act 2006

The following table identifies the Group's key stakeholders, key areas of focus

and how the Board and the wider Group engages with these stakeholders

to address those key areas of focus. Each stakeholder group requires

a tailored engagement approach to foster effective and mutually beneficial

relationships.

By understanding the Group's stakeholders, the Board factors the potential

impact of its decisions into boardroom discussions and considers stakeholders

needs and concerns, in accordance with s172 (1) of the Companies Act 2006

(as shown in the Stakeholder case study on pages 34-35). The Group works

effectively with its employees, clients and suppliers, to make a positive

contribution to local communities and achieve long term sustainable returns

for its shareholders. Acting in a fair and responsible manner is a core element

of the Group's business practices as demonstrated in the ESG report on

pages 38-58.

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

28 OXB's stakeholders (Continued)

Stakeholders

How the Board and the wider

Group engages Key areas of focus

Highlights of how the key areas of

focus were addressed in 2024 Further links

Patients

The Group works

with clients on

the development of

innovative products to

provide life-changing

treatments to patients.

The Chief Innovation Officer (CIO),

members of the CET and the

Science and Technology Advisory

Committee (STAC) (replaced

by Innovation and Technology

Excellence Board (ITEB) in January

2025) routinely consult with key

opinion leaders to ensure that

OXB technologies and capabilities

are developed to benefit OXB's

clients and ultimately patients.

The Board is kept updated on

such consultations.

The Group ensures that the

needs of the clients and

ultimately the patients, are met

through targeted investments and

innovation in relation to OXB’s

technologies and capabilities, with

overall governance supported

through the Global Technical and

Innovation Committee (GTIC).

Through OXB’s expanded global

capabilities and facilities, the

Group is able to scale-up its

manufacturing capacity to access

a broader patient population in

line with client demand.

Patient safety and

product efficacy.

Enabling client-led

product candidates

to enter the

market as quickly

as possible.

Technologies were developed with

patient safety and product efficacy

at the centre of innovation enabling

thousands of patients to be treated

with OXB’s lentiviral vectors.

Well-designed and efficient processes

and capabilities assist client-led

product candidates to enter the

market as quickly as possible.

Enabling lentiviral vector development

and manufacturing capabilities across

the sites in the UK, the US and France

has helped the Group to broaden

the scope of its commercial scale

expertise and to roll out its expanded

capabilities to new and existing clients

ultimately benefiting patients.

P 10-11

Business Model

P 12-15

Chief Executive

Officer's statement

P 34-35

Stakeholder case

study

P 52 Patients

section of the

ESG report

Clients

The continued

performance of the

Group's business

would not be possible

without understanding

the needs and

future aspirations

of its clients. In

addition, the Group's

manufacturing

expertise has attracted

a broader client base.

The Group's Project Management

department, the Business

Development team, the Chief

Executive Officer (CEO) and the

members of the CET regularly

discuss performance and goals

with clients. In turn, client

feedback is incorporated into the

Group's schedules/strategy.

The Group communicates with

its clients through meetings,

engagement events and forums.

This active engagement ensures

that the Group understands

clients' needs and assists the

Group in helping clients to achieve

their business goals.

The Chief Business Officer (CBO)

presents a regular update on

the Group’s client relationships at

each Board meeting.

Understand clients’

needs to

refine expertise.

Deliver to

meet clients’

business goals.

Offer expert

manufacturing

capabilities

to clients.

By gaining insight into clients' needs

and fulfilling their expectations, the

Group has successfully forged several

new client relationships.

Programmes were progressed in

line with discussed goals and key

performance indicators.

Several clients have adopted the

Group's next-generation lentiviral

manufacturing platform.

P 8

Selected clients

P 10-11

Business Model

P 12-15

Chief Executive

Officer's statement

P 16-25

Financial Review

P 34-35

Stakeholder case

study

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

Strategic reportCorporate GovernanceFinancial statementsOther information

Stakeholders

How the Board and the wider

Group engages

Key areas of

focus

Highlights of how the key areas of

focus were addressed in 2024 Further links

Shareholders

The Group’s

shareholders play

an important role

in monitoring and

safeguarding the

governance of

the Group.

Through the Group's investor

relations programme, which

includes one-to-one meetings

with investors, investor roadshows

as well as the Group's AGM,

the Group ensures that the

shareholder views are brought

into the boardroom and are

considered in its decision-making.

Two major shareholders are

represented on the Board. Robert

Ghenchev representing Novo

Holdings and Laurence Espinasse

representing Institut Mérieux.

The Group also engages

with shareholders via the

Annual report and accounts,

RNS announcements and the

corporate website.

Progress updates

on business

activity.

Financial

performance.

Regular meetings/calls with the

investor community were held virtually

and in person to communicate the

progress made on the implementation

of the new strategy to become a

pure-play CDMO and the financial

performance of the Group.

The Chair of the Remuneration

Committee engaged with

shareholders in drafting the new

Remuneration Policy incorporating

shareholderfeedback ahead of

finalisation of the new Remuneration

Policy which required approval by

shareholders at the 2024 AGM.

Shareholders were invited to attend

and participate in the AGM in person

as well as offered the ability to vote

by proxy and ask questions ahead of

the AGM if in person attendance was

not possible.

P 34-35 Stakeholder

case study

P 75 Communication

with shareholders

P 111 Substantial

shareholdings

P 87 Director's

Remuneration Report

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

30 OXB's stakeholders (Continued)

Stakeholders

How the Board and the wider

Group engages Key areas of focus

Highlights of how the key areas of

focus were addressed in 2024 Further links

Employees

The Group has

an experienced,

diverse and dedicated

workforce, which it

recognises as a key

asset of the business.

It is important that

the Group continues

to create the

right environment

to attract, develop

and retain highly

motivated people.

The Group has an open,

collaborative and inclusive

management structure which

engages regularly with employees.

All employees are provided

with regular manager one to

one meetings, an appraisal

process, career conversations

including development plans,

management development

programmes, employee surveys,

webinars, digital sharing platforms,

presentations, town hall meetings,

email briefings, site visits by the

Board members and an Equality,

Diversity and Inclusion (EDI) and

wellbeing programme.

In 2024, there was particular

focus on communicating the new

vision and Group strategy to

employees, hearing from the CEO

and members of the CET.

Employee engagement and Group

culture is frequently measured via

employee surveys, staff turnover

data, exit interview data and

discussions with the Workforce

Engagement Panel (WEP).

The Board has designated a Non-

Executive Director for gathering

the views of the workforce

and overseeing employee

engagement. During 2024, Stuart

Henderson was the designated

Director and from 1 January

2025, Professor Dame Kay Davies

succeeded Mr. Henderson in

the role.

Health, safety

and wellbeing.

Opportunity to

share ideas and

make a difference.

Equality, Diversity

and Inclusion.

Management

development.

Clarity of vision

& strategy.

Employee

Engagement.

Two employee engagement surveys

were conducted in 2024 and the

results were discussed with the Board,

the CET, site leadership teams and at

Global townhalls.

Training and development

opportunities were provided for more

than 100 of OXB's global managers

and leaders.

A number of wellbeing sessions were

held at all sites and training was

organised for 16 Mental Health First

Aiders in OXB UK.

The WEP held eight meetings in

2024. Mr. Henderson attended a

WEP meeting, alongside Professor

Dame Kay Davies, to obtain employee

feedback on key issues and facilitate

two-way communication between

the Board and the employees, with

the objective of improving Board

decision-making. During the meeting,

they participated in discussions

on employee recognition, social

engagement and employee morale.

The Chair and Deputy Chair of the

WEP presented to the Board on

two occasions, providing an update

on the topics discussed by the

WEP, allowing an opportunity for the

Board to ask questions regarding the

WEP's activities.

Mandatory online EDI training was

provided to all UK employees

and online training relating to the

‘prevention of sexual harassment’ was

launched to all employees. 

P 34-35

Stakeholder case

study

P 53 Group

Headcount

P 54 Health

and Wellbeing

P 54 Health

and Safety

P 78 Workforce

Engagement Panel

P 79 Diversity

and Inclusion

P 112 Statement of

Employee

Engagement

P 112 Employee

Share Schemes

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

Strategic reportCorporate GovernanceFinancial statementsOther information

Stakeholders

How the Board and the wider

Group engages Key areas of focus

Highlights of how the key areas of

focus were addressed in 2024 Further links

Local Communities

The Group

is committed

to supporting

the communities

in which it

operates, including

local businesses,

residents, schools

and the

wider public.

The Group engages with the local

community through volunteering,

fundraising and charity work.

The Group operates a formal

apprenticeship programme and

employees of the Group

attend schools and careers

fairs and provide work

experience opportunities.

The Group liaises with

industry bodies and government

organisations to enhance the

positive impact the Group has on

the communities and sector in

which it operates.

The Board is kept updated on the

various community initiatives.

Apprenticeships.

School and

careers events.

Fundraising

for charities.

Volunteering for local

charities /

organisations.

In 2024, the Group had 19

apprentices, five apprentices in OXB

UK completed their apprenticeship

programme, of which four obtained a

distinction grade.

The Teacher Encounters Programme,

organised by OXB UK in conjunction

with OxLep Skills and The Careers &

Enterprise Company, was successfully

launched during the year.

OXB UK continued to support

PhD/DPhil studentships through the

Advanced Bioscience of Viral Products

(ABViP) programme.

A team of scientists and managers

from OXB UK supported a mock

interview day at a local school for

students as part of its Early Careers

outreach activities.

OXB France invited students from

the Strasbourg Faculty of Pharmacy,

the Leem and the Biotechnology

Engineering School to visit its

manufacturing site in Strasbourg to

showcase its work and increase

its visibility amongst potential

future recruits.

Throughout the year, 27 volunteering

days were taken by Group employees.

34-35 Stakeholder

case study

P 55 Volunteering

P 52 Charitable

Giving

P 55

Apprenticeship

Scheme

P 56 Academic

Collaborations

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

32 OXB's stakeholders (Continued)

Stakeholders

How the Board and the wider

Group engages Key areas of focus

Highlights of how the key areas of

focus were addressed in 2024 Further links

Suppliers

The Group proudly

partners with key

strategic suppliers

and relies on

trusted third-party

providers for various

activities. Building

strong, collaborative

relationships with

suppliers is essential

to driving business

efficiency and creating

lasting value. OXB

is committed to

fostering these

partnerships to fuel

the Group's continued

success and growth.

Through effective collaboration,

the Group aims to build long term

relationships with its suppliers so

that all parties benefit.

The Business Development

team, Operations team, Chief

Operations Officer (COO) and

CFO have regular supplier

meetings and business reviews.

The Group has formalised its

Supplier Code of Conduct and

the project teams report any

concerns regarding suppliers and

the broader supply chain to the

Global Procurement Director.

Strengthen and

maintain robust

supplier relationships.

Increased focus

on updating

supplier standards

to incorporate

Environmental,

Social and

Governance criteria.

Open terms

of business.

Due diligence is performed by the

Group on its suppliers including quality

audits on certain suppliers.

Procurement and supplier functions

were enhanced to interact with

suppliers more effectively.

During 2024, each site had its own

Supplier Code of Conduct and in 2025,

a global Supplier Code of Conduct will

be rolled out to all the suppliers across

the Group.

P 56 Supply

chain

P 42

Environment

P 57 Human

Rights and Anti-

slavery

P 59 Principal

Risks

Regulators

The Group operates

in a highly regulated

environment and it

is important that it

engages with the

regulators as required.

The CIO, COO and Group General

Counsel and Company Secretary

are in contact with various

government regulatory bodies

on a regular basis and attend

industry forums.

The Group has compliance

audits performed by both

government regulatory bodies and

by its clients.

The Group General Counsel

arranges for annual Corporate

Governance updates to the

Board from external advisers.

The Group General Counsel also

provides other regulatory updates,

as appropriate.

Engage with

regulators in a

timely manner.

Ensure GMP

regulatory compliance

on a day to day basis.

Protect proprietary

Company information

and know-how.

Compliance with

the UK Corporate

Governance Code.

Successful GMP inspections

were conducted by Government

regulatory bodies.

Drug master files and product

specification files were prepared.

A Quality Management System

including a programme of internal and

external quality audits was established.

GMP inspection and regulatory

training was provided for employees

and management.

The performance of the OXB

Pharmaceutical Quality System was

reviewed by senior management

at monthly Quality Management

Review Forums.

Corporate / regulatory policies were

made global and training was rolled

out across all the sites.

Regular review of compliance with the

UK Corporate Governance Code was

undertaken and updates were provided

to the Board, as appropriate.

P 57 UK

Corporate

Governance

Code and Listing

Rules

P 59 Legal,

Regulatory and

Compliance risks

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

Strategic reportCorporate GovernanceFinancial statementsOther information

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

In September 2024, the

Group rebranded from

Oxford Biomedica to OXB

and launched a new

visual identity, reinforcing its

transformation into a global

pure-play cell and gene

therapy CDMO. In parallel,

the Group also launched a

new set of corporate values

that govern the way that

it does business, how its

employees work together

and the interactions it has

with all its stakeholders.

Stakeholder case study

Patient population and clients

The Board considered the

impact that the rebrand and

new values would have on the

wider patient population and

the Group’s clients. The Board

believed that the more modern

and recognisable visual identity

reinforces the Group’s shift in

strategy and positioning into a

global pure-play cell and gene

therapy CDMO, supporting the

communication of its multi-

vector, multi-site capabilities,

reinforcing OXB’s position as

an international player in

the viral vector manufacturing

space. In addition, the

Board believed that the

rebrand would help attract

new clients, whilst increasing

engagement and loyalty

amongst existing clients.

When designing the new

values, consideration was

given to the patients and

the clients by ensuring that

the values were aligned to

OXB’s vision ‘to transform lives

through cell and gene therapy’

and that there was a clear link

between the values and OXB’s

mission and strategy.

Client feedback was included

in the research and design

of the values alongside other

stakeholder feedback. Each

value and the associated

behaviours were considered

in the context of all

stakeholders, for example, ‘we

act responsibly and do the

right thing for our business,

each other, our clients,

communities, the environment

and ultimately, patients’.

Shareholders

The Board considered the

effect of the rebrand and

new values on the Group's

shareholders and assessed

whether it was in the

shareholders’ best interests to

proceed. The Board believed

that both the Group’s new

visual identity and set of

values supported the Group's

publicly stated strategy and

these changes clearly signalled

that the Group has evolved

into a pure-play CDMO.

In addition, the Board believed

that the name “OXB” removes

the direct association with

Oxford and appeals to a

more global audience, which

would raise the profile of the

Group within the investment

community, facilitating access

to a broader investor

base, thereby allowing for

diversification of the Group's

shareholder base.

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

To enable our clients

to deliver life-changing

therapies to patients

To transform lives

through cell and gene

therapy

To lead the cell and gene

therapy CDMO field as

a trusted partner with

unmatched quality and

innovation

OUR

VALUES

OUR OXB DNA

We are proud to

deliver life-changing

therapies together

Responsible

How we approach our work

We are committed to excellence, we

act responsibly and do the right thing;

for our business, each other, our clients,

communities, the environment, and

ultimately, patients.

— We embrace responsibility –

we own it and ‘do what we say’

— We are committed to high quality

and always try our best

— We care about our impact on the

environment and our world

Responsive

How we innovate and deliver

We excel by being responsive to the

needs of our clients, patients, and

industry through our innovation and

delivery.

— We have a mindset of continuous

improvement and take a proactive

and considered approach

— We respond decisively and positively

— We are curious, open to learning and

grasp opportunities

Resilient

How we adapt together

We are strong together and show

determination to build a resilient

business, supporting each other and

leveraging our collective strengths.

— We show strength and flexibility

by adapting to change, recovering

quickly and finding effective

solutions

— We rise to the challenge, maintain a

positive outlook and persevere

— We look after ourselves and each

other and know when to ask for help

Respect

How we behave towards one another

We build trust with each other and our

clients by being open and honest, and

by valuing each other’s strengths to

create a sense of belonging.

— We are authentic, treat each other

with respect and kindness

— We listen to and value others’

opinions, and foster an inclusive

environment

— We all play our part and support

each other

Strategic reportCorporate GovernanceFinancial statementsOther information

Employees

Consideration was given to the

effect that the rebrand would

have on employees who were

required to adhere to the

new brand guidelines and

support the roll-out of the new

Group identity. It was noted

that the expected impact on

employees would be felt in

the adoption of new tools and

training necessary to facilitate

the Group-wide updating

of branded collateral and

marketing materials. It was also

noted that the tight deadlines

put in place to update existing

materials was expected to

affect employee workload

across the Group. Additional

support was provided to

teams who were particularly

impacted and time off in lieu

was granted in recognition of

the extra hours worked.

Taking this into account,

the Board believed that the

rebrand would ultimately have

a positive impact on employee

morale, with the new visual

identity creating a sense of

excitement and enthusiasm

across the organisation.

Thorough consideration was

given to the impact on

employees of the new values

and a wide range of employees

were consulted and involved

at each step of the design

and launch process. This

included a survey for all

employees with more than

350 responses received, focus

groups comprising more than

65 people at all levels of

the business and team level

workshops on the values. Final

review and feedback was given

by OXB’s WEP. The Board

recognised that the new values

would signal a further shift in

Group culture, moving from

an academic and product

development background to

a pure-play CDMO. While

implementing new values

to drive this change, the

Group remained mindful of

preserving the positive aspects

of OXB's existing culture

and simultaneously fostering

the behaviours and ways

of working required for

future success.

The Board believed that

following the execution of

its multi-vector multi-site

model, the rebrand and the

adoption of new global values

would help create positive

momentum and unite the sites.

Supply chain and regulators

The Board assessed the effect

of the rebrand and new values

on the Group’s suppliers and

regulators and concluded that

neither stakeholder groups

would be significantly affected.

Local communities

The Board considered whether

the rebrand and new

values would have any

positive or negative effects

on local communities. The

Board concluded that OXB’s

global appeal would support

recruitment efforts and help

to attract highly skilled

employees. The new values

would also highlight OXB’s

commitment to its ESG agenda

through its value ‘responsible’.

Conclusion

Following due discussion

and consideration, the Board

concluded that it was in the

best interests of the Group’s

stakeholders, taken as a

whole, to proceed with the

rebrand and the new values.

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

Corporate Executive Team

During 2024, the CET comprised

the following:

Dr. Frank Mathias (1)

Chief Executive Officer

Dr. Frank Mathias joined the Board

as Chief Executive Officer in March

2023. Dr. Mathias was previously the

CEO of Rentschler Biopharma SE,

which he successfully developed into

a leading global, full-service CDMO.

Prior to Rentschler, Dr. Mathias was

CEO of Medigene AG, a publicly listed

immuno-oncology company focusing

on the development of T-cell-based

cancer therapies. Over the course of

his 30-year career, Dr. Mathias has also

served in senior roles at leading global

pharmaceutical companies including

Amgen Deutschland GmbH, Servier

Deutschland GmbH and Hoechst AG

and in 2019 was awarded the title

of “EY Entrepreneur of the Year” in

Germany. Dr. Mathias is a pharmacist by

training and completed his Doctorate in

Pharmacy at Paris VI University.

Dr. Lucinda (Lucy)

Crabtree (2)

Chief Financial Officer

Dr. Lucinda Crabtree joined the

Board as Chief Financial Officer in

September 2024. She was previously

CFO at MorphoSys AG, where she

led the finance team across the

US and Germany until the closing

of the acquisition by Novartis.

Prior to MorphoSys, Dr. Crabtree

was CFO at Autolus Therapeutics,

a Nasdaq listed clinical stage

biopharmaceutical company. She spent

several years as an investment

professional at institutions including

Woodford Investment Management,

Panmure Gordon, Goldman Sachs, J.P.

Morgan (originally Bear Stearns) and

Jefferies and also has experience as

a board observer at several private

healthcare companies. Dr. Crabtree

holds a first class Bachelor of Science

degree in Physiology and Pharmacology

from University College London and a

PhD in Pharmacology from University

College London.

Thierry Cournez (3)

Chief Operating Officer

Thierry Cournez joined OXB as

Chief Operating Officer and Site

Head of UK Operations in October

2023. Mr. Cournez stepped down

from his position as Site Head

of UK Operations in September

2024, with the appointment of Mark

Caswell in to that role. Mr. Cournez

has extensive experience in Sales,

Marketing and GMP/GLP operations,

with broad industry knowledge in

the life science, biopharma and

CDMO ecosystems. Prior to joining

OXB, Mr. Cournez served as Vice

President of Global Testing Operations

Bioreliance® at Merck Life Sciences,

where he successfully managed large

capacity expansion projects and held

international responsibility for contract

testing operations across the US, the

UK, Singapore and China. Prior to

this, in his role as Vice President of

End-to-End Bioprocessing Solutions, Mr.

Cournez built and developed Merck

Life Science's End-to-End Promise

Venture business unit, which involved

the delivery and implementation of

CDMO solutions for biopharma clients.

Mr. Cournez holds an Engineer's Degree

in Biochemistry and Molecular Biology

from INSA, Lyon, alongside a Master's of

Science in Molecular Biology from Paris

VI University.

Lisa Doman (4)

Chief People Officer

Lisa Doman joined the CET as Chief

People Officer in April 2022, having

worked with OXB since 2016. She

joined OXB as HR Manager and during

her tenure was promoted to Head

of HR Delivery and VP HR Business

Partnering and Development. Previously,

Ms. Doman worked as HR Manager

for a European third-party High-Tech

Logistics organisation, specialising in

medical devices. Ms. Doman has over 15

years’ experience in Human Resources

and a CIPD Level 7 Advanced Diploma in

Human Resource Management.

Dr. Kyriacos

Mitrophanous (5)

Chief Innovation Officer

Dr. Kyriacos Mitrophanous joined

OXB in 1997. He has over 25

years of lentiviral vector experience

covering a range of technical

disciplines, including the development

of cell and gene therapies, delivery

platform technologies, bioprocessing

and analytics. Dr. Mitrophanous is a

recognised world-class expert in the

field, a named inventor on numerous

patents and an author of a number

of key papers. In his current role,

he is responsible for all aspects

regarding client focused innovation. Dr.

Mitrophanous holds a PhD in Molecular

Biology from University College London

and has conducted post-doctoral

research at the University of Oxford.

Dr. Sébastien Ribault (6)

Chief Business Officer

Dr. Sébastien Ribault joined OXB in

November 2022 as Chief Commercial

Officer and became Chief Business

Officer on 1 September 2024. He has

over 25 years of experience across

the biotechnology industry and CDMO

space. Dr. Ribault was previously at

Merck Life Sciences where he was

Vice President & Head of Biologics

and Viral Vector CDMO, leading Merck’s

CDMO expansion project, establishing

the Services business case and helping

to establish the Life Science Services

business unit. Prior to his 17 years

with Merck KGaA, Dr. Ribault was a

Gene Therapy Development Scientist

at Transgene and Head of the R&D

Laboratory at Hemosystem. He has a

PhD in Molecular and Cellular Biology

from the University of Strasbourg.

Dr. Sabine Sydow (7)

Chief Of Staff

Dr. Sabine Sydow joined OXB in

September 2023 as Vice President,

Corporate Strategy and Organisational

Effectiveness and became Chief of Staff

in April 2024. She has over 25 years

of experience in the pharmaceutical

and biotech industry. Dr. Sydow was

previously at Rentschler Biopharma

as Chief of

Staff. Prior to this,

she was head of vfa bio which

represented the biotech interests within

the German Association of Research-

Based Pharmaceutical Companies (vfa)

and also held various management

positions at Schering AG in Berlin. Dr.

Sydow studied biology at the Technical

University Braunschweig and the

Georg-August-University Göttingen and

received her PhD at the Max-Planck-

Institute for Experimental Medicine in

Göttingen in the area of molecular

neuroendocrinology where she also

conducted post-doctoral research.

Natalie Walter (8)

Group General Counsel

Natalie Walter joined OXB in May 2019

as General Counsel having worked

as a consultant for the Company

since May 2018. She has over 25

years’ experience as a corporate

lawyer advising life sciences companies,

including OXB, on a range of business

and transactional issues, equity capital

markets transactions, mergers and

acquisitions and corporate governance.

Ms. Walter has worked for a number of

UK and US law firms, as well as working

at Lehman Brothers as a Director and

Legal Counsel for the Equity Capital

Markets division. She was most recently

a Partner with Covington & Burling LLP.

Dr. James Miskin

James Miskin stepped down from his

position as Chief Quality and Technical

Officer on 3rd May 2024.

Stuart Paynter

Stuart Paynter stepped down from his

position as Chief Financial Officer on

30th September 2024.

Matthew Treagus

Matthew Treagus stepped down from his

position as Chief Information Officer on

28th June 2024.

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

Strategic reportCorporate GovernanceFinancial statementsOther information

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

To enable our

clients to deliver

life-changing cell

and gene therapies

to patients in an

ethical and socially

responsible way

OXB’s ESG mission

ESG report

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

Operating

responsibly

at OXB

2024 was a year of significant

progress delivering against

OXB’s commitments to its

ESG (Environment, Social and

Governance) priorities. Throughout

the year, OXB continued to focus

on ways to increase its ESG

initiatives across the Group and

to build momentum in its mission-

led approach to incorporate

sustainable practices in regular,

day-to-day business activities.

Strategic reportCorporate GovernanceFinancial statementsOther information

The Group established a new Environment, Social, Governance

and Risk Committee (ESGR Committee) responsible for tracking

the progress against the Group's ESG commitments and

integrated its ESG governance system alongside the risk

management framework. Alongside this, the Group has created

site-level ESGR Committees staffed by dedicated employees

worldwide to manage the delivery of OXB’s ESG initiatives. This

restructuring ensures consistent standards across the Group

while facilitating the rapid sharing and implementation of best

practices globally.

In 2024, the Group successfully achieved a20% reductionin its

combined Scope 1 & 2 emissions, primarily driven by a boiler

replacement project in Strasbourg, France. This contributed to

a cumulative reduction of 38% from the Group's 2021 baseline.

Additionally, OXB sourced 51% of its electricity from renewable

energy sources in 2024, marking significant progress toward its

commitment to achieve 100% renewable electricity by 2030.

During the year, OXB evolved its reporting approach, moving

from the five pillars framework used in 2023 to a more holistic

plan aligned with comprehensive ESG pillars. This refinement

reflects the Group's strategic reset as a pure-play CDMO and

has been introduced to complement the new global multi-

site model.

It is also supported by OXB’s newly launched Group values

(see Stakeholder Study section of the Strategic Report on pages

34-35 and www.oxb.com), which better reflect the Group’s

strategic priorities.

Looking ahead to 2025, the Group's compensation framework

will incorporate two ESG-focused KPIs in the annual

bonus arrangements, including progress on Group-wide

decarbonisation targets and improvements in employee

engagement scores.

OXB’s commitment to ESG remains fundamental to OXB's

mission, enabling the Group to conduct its business in an

ethical and sustainable way while creating long term value for

all its stakeholders.

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

Inclusion of Lyon and Strasbourg facilities within Group Greenhouse

Gas (GHG) baseline and net zero trajectory.

Confirm near-term GHG targets and investigate emission reduction

initiatives to achieve target demand.

Submit near-term GHG targets for SBTi validation.

Incorporate TCFD aligned climate-risk training for elected members

of the Finance Team.

People:

Implement and deliver mandatory online Equality, Diversity and Inclusion

(EDI) training to all employees to raise awareness and understanding of

inclusivity and bias.

Establish newly structured Group and site-level ESGR Committees.

Promote and educate around the newly launched progressive and enhanced

policies to demonstrate OXB's commitment to its wider EDI agenda and

continue to develop a culture of inclusivity and belonging at OXB.

Embed the newly created Employee Network Groups.Lead and support them

to raise awareness, celebrate events and form an agenda to ensure OXB's

working practices and culture continue to be equitable and inclusive.

Continue to support the community through employees volunteering

and raising money for charities.

Supply chain:

Incorporate the Supplier Code of Conduct as an integral component

of the supplier contracting/on-boarding process.

Roll out the Supplier Code of Conduct to the suppliers in the US and France.

Make progress during the year towards Supplier Code of Conduct

compliance to cover 90% of spend with suppliers.

Innovation:

Increase public engagement through participation in school and university

outreach programmes and continued support for the ABViP programme.

Further development and roll-out of scaled down and digitised platforms

to support rapid progress in client projects and reaching patients faster.

As a client-centric CDMO, ensure high quality delivery on client

programmes with a focus on maximising productivity at scale and

reducing environmental impact.

Progress on 2024

Environment Objectives

Progress on 2024

Social Objectives

Status

Environment

Social

Achieved

Not achieved

Partially achieved

Achieved

40 ESG report (Continued)

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

Community:

Continue to fundraise for chosen Group charities.

Build on the Group volunteering policy to increase employee involvement

in local community volunteering.

Continue to build local educational establishment/early career links.

Increase social engagement within the Group and community.

Governance was not reported as a distinct pillar in the sustainability

section of the 2023 Annual Report, and therefore objectives were not

communicated as per the previously defined pillars.

Progress on 2024

Social Objectives

Progress on 2024

Governance Objectives

Status

Not applicable

Social

Achieved

GovernanceObjectives 2025

** Two ESG-focused KPIs are aligned to annual bonus payments through Group's compensation framework.

2025 Environment Objectives

— Achieve a 6% reduction across combined Scope 1&2 GHG emissions.**

— Achieve SBTi validation for near-term GHG targets.

— Undertake water efficiency assessments across all sites.

2025 Social Objectives

— Foster a diverse inclusive, and equitable workplace through the ongoing implementation

and roll out of global EDI strategy and local initiatives.

— Implement global EDI training with a 95% completion rate.

— Support employee wellbeing, safety and development.

— Increase employee engagement.**

— Continue to encourage employees to support the community through volunteering days.

— Roll out the updated Supplier Code of Conduct across all sites.

— 90% of spend covered by suppliers across all sites to agree to OXB's Supplier Code of Conduct

by the end of 2025.

2025 Governance Objectives

— Hold ESGR Committee meetings 3 times a year - dates aligned with reporting to CET and the Board.

— Hold site-level ESGR Committee meetings 3 times a year- dates aligned with reporting to CET

and the Board.

— Develop Terms of Reference for ESGR Committee.

Strategic reportCorporate GovernanceFinancial statementsOther information

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

42 ESG report (Continued)

ENVIRONMENT

OXB is unwavering in its commitment to sustainability, proactively reducing its environmental footprint while strengthening long

term resilience. In 2024, the Group made significant advancements in its environmental strategy, reinforcing its dedication to

achieving net-zero emissions by 2050.

Key Goals and Progress

• 42% absolute reduction in Scope 1 & 2 emissions by 2030 – Achieved 20% reduction in 2024, contributing to a cumulative 38%

decrease from its 2021 baseline.

• 100% renewable electricity sourcing by 2030 – Expanded procurement of Energy Attribute Certificates and explored on-site

renewable energy generation, resulting in 51% renewable electricity sourcing by the end of 2024.

• Supplier engagement on Science-Based Targets (SBTs) by 2030 – OXB is engaging with suppliers responsible for 70% of

purchased goods and services emissions to establish SBT commitments. As of 2024, 34% of emissions are covered by suppliers

with approved SBTs, with an additional 20% committed to setting targets.

• Comprehensive water efficiency assessments by 2025 – Increased water withdrawals in 2024 have reinforced the urgency for

targeted water efficiency strategies in 2025.

• Enhanced waste management and circularity – Rising waste generation in 2024 has driven a renewed focus on resource

efficiency and recycling improvements in 2025.

Climate

OXB continues to drive reduction in emissions across its value chain. Following the Group's 2023 commitment to the Science-

Based Targets initiative (SBTi), it submitted near-term reduction targets in 2024, with validation anticipated in early 2025.

Greenhouse Gas Emissions Profile:

• Scope 1 & 2 emissions (direct operations): 9%

• Scope 3 emissions:

◦ Purchased goods and services: 67%

◦ Upstream and downstream transport: 15%

◦ Other categories (e.g., business travel, waste, employee commuting): 9%

OXB remains committed to achieving a 90% reduction in all value chain emissions, utilising VCS-certified carbon credits for any

remaining residual emissions.

Management of operational emissions (Scope 1&2)

In 2024, OXB achieved reduction in emissions primarily through energy efficiency improvements. A comprehensive decarbonisation

transition plan was introduced, leveraging full carbon inventory insights and target setting. Key initiatives included:

• Replacing gas boilers at the Strasbourg, France and Yarnton, UK facilities to enhance energy efficiency.

• Developing a long term roadmap for emissions reduction projects, aligning with strategic business objectives.

Management of Scope 3 emissions

Scope 3 emissions increased by 48.9% in 2024 due to the spend-based calculation methodology, which does not necessarily

indicate a true increase in emissions but rather reflects procurement cost fluctuations. Despite this, OXB remains committed to

mitigating Scope 3 emissions through improved tracking and supplier engagement.

Key initiatives include:

• Strengthened supplier engagement – 54% of emissions now fall under suppliers with SBT commitments.

• Enhanced procurement policies – A revised Supplier Code of Conduct to align with low-carbon purchasing strategies will be

rolled out to all sites in 2025.

• Refined emissions tracking – Improved data collection methods for greater accuracy in reporting and reductions.

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

Strategic reportCorporate GovernanceFinancial statementsOther information

Streamlined Energy and Carbon Reporting (SECR) STATEMENT

The Group recognises that OXB's global operations have an environmental impact and is committed to monitoring and reducing

the Group's emissions. OXB is also aware of its reporting obligations under The Companies (Directors’ Report) and Limited Liability

Partnerships (Energy and Carbon Report) Regulations 2018.

In order to fulfil these obligations, the methodology used to calculate OXB's greenhouse gas emissions has been deployed in

accordance with the requirements of the following standards:

• World Resources Institute (WRI) (2004) Greenhouse Gas (GHG) Protocol (revised version).

• WRI/WBCSD (2015). Greenhouse Gas Protocol: Scope 2 Guidance for market based reporting.

• Defra’s Environmental Reporting Guidelines: Including Streamlined Energy and Carbon Reporting requirements (March 2019).

• UK office emissions have been calculated using the DESNZ 2024 issue of the conversion factor repository, in addition to UK

Standard Industrial Classifications (SIC) GHG intensities for 2021 (most recent published data) for its purchased goods & services.

The Group adopts operational control approach to define its organisational boundary. The table below shows the calculated

GHG emissions from business activities in the UK and globally using this approach during the reporting period 1 January 2024 to

31 December 2024, using the January to December reporting periods of 2021, 2022 and 2023 as comparison.

Greenhouse Gas Emissions

Global Emissions tCO

e Percentage

Change to

20232021 2022 2023 2024

Scope 1 Emissions by Source

Natural Gas 4,170 3,867 3,236 2,088 -35.5%

Diesel 19.2 12.1 29 20.2 -30.3%

Fleet 22.8 19.2 72.2 87.1 +20.6%

Refrigerant 54.9 23.4 0 44.2

Medical CO

20.1 52.2 45.6 29.1 -36.2%

Scope 1 Emissions (UK and Ireland) 1,164.5 852.1 802.8 802.4 -0.05%

Scope 1 Emissions (US) 987 987 741 641.4 -13.4%

Scope 1 Emissions (France) 2,135.3 2,135.3 1,838.4 824.9 -55.1%

Total Scope 1 Emissions (Rounded to nearest tonne) 4,287 3,974 3,382 2,269 -32.9%

Scope 2 Electricity (Market-Based) (UK and Ireland) 247.4 6.7 4.3 2.5 -41.9%

Electricity (Market-Based) (US) 1,130.7 1,130.7 1,221.2 1,066.6 -12.7%

Electricity (Market-Based) (France) 258.6 258.6 240.8 343 +42.4%

Electricity (Location-Based) (UK and Ireland) 2,125.5 1,650.3 1,671.7 1,645.2 -1.6%

Electricity (Location-Based) (US) 1,130.7 1,130.7 1,221.2 1,066.6 -12.7%

Electricity (Location-Based) (France) 258.6 258.6 240.8 343 +42.4%

Total Scope 2 Emissions (Market-Based) (Rounded to nearest tonne) 1,637 1,396 1,466 1,412 -3.7%

Total Scope 2 Emissions (Location-Based) (Rounded to nearest tonne) 3,515 3,040 3,134 3,055 -2.5%

Scope 3 1. Purchased goods and services

(including capex)

41,982.3 58,887.3 44,291.6 67,579.7 +52.6%

3. Fuel and energy-related activities 1,928.1 1,588.3 1,483.2 1,336.5 -9.9%

4. Upstream transport and distribution 2,540.1 2,483.8 2,478.7 405.4 -83.6%

5. Waste generated in operations 58.7 52.4 35 56.4 +61.1%

6. Business Travel 216.3 179 449.6 559.3 +24.4%

7. Employee commuting 1,248.1 1,239.2 1,043.1 1,320.1 +26.6%

9. Downstream transportation

and distribution

6,856.9 6,837 1,612.2 6,235.3 +286.7%

10. Processing of sold products 1,918.1 1,918.1 1,353.9 1,032.3 -23.7%

12. End-of-life treatment of sold products 0.03 0.03 0.01 0.05 +400%

Scope 3 Emissions (UK and Ireland) 62,680

Scope 3 Emissions (US) 5,843.6

Scope 3 Emissions (France) 10,031.4

Total Scope 3 Emissions (Rounded to nearest tonne) 56,748 73,185 52,747 78,525 +48.9%

Total All Emissions (Rounded to nearest tonne) 62,672 78,555 57,595 82,206 +42.7%

Total Energy Usage (kWh) 37,863,617 34,749,855 31,319,166 26,116,428 -16.6%

Normaliser (tCO

e/£ Revenue) 438.8 561 644 638.73 -0.8%

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

44 ESG report (Continued)

In accordance with Defra’s SECR reporting guidance (2019), this year’s (2024) SECR statement presents a recalculation of OXB's

base year (2021) and subsequent year's emissions, for the following reasons:

• To include the acquisition of two facilities in France (acquired in January 2024). Historic GHG emissions data was provided for

these facilities, which has now been included from the 2021 baseline year onwards.

• Updated methodologies have been applied to calculations, where relevant, to improve accuracy.

• Significant increase in the coverage of Scope 3 emissions categories. The following categories are either being reported for the

first time, or are significantly expanding:

◦ 1. Purchased goods and services

◦ 3. Fuel and energy related activities

◦ 4. Upstream transportation and distribution

◦ 9. Downstream transportation and distribution

◦ 10. Processing of sold products

◦ 12. End-of-life treatment of sold products

OXB's SECR disclosure presents its carbon footprint across Scopes 1, 2 and 3, together with an appropriate intensity metric and

its total energy use. During the year, measured Scope 1 and 2 emissions (market-based) totalled 3,681 tonnes of CO

equivalent

(‘tCO

e’), a 24.8% reduction on the previous year (2023). This is different to OXB's science based decarbonisation figures due to a

more focused target boundary.

Scope 1 Emissions:

• In 2024, natural gas consumption decreased significantly. This reduction was primarily due a major reduction in natural gas

consumption in France, as a result of replacement of an old gas boiler with a newer, efficient boiler, supplemented by additional

installation of heat pumps at the Strasbourg facility. This has also helped to achieve a more significant reduction in Scope 1

emissions, achieving a 32.8% reduction from 2023.

• Diesel consumption emissions has decreased by more than 10% from the previous year (2023), through reduced reliance on

diesel generators at the various facilities and more accurate calculation methods.

Scope 2 Emissions:

• Electricity emissions (market-based) continue to reduce, showing a 7.1% reduction from 2023. This positive trend is attributed

to the Group's investment in renewable energy tariffs across the UK facilities, with a goal of 100% renewable energy at the UK

facilities by 2030.

Scope 3 Emissions:

• Scope 3 emissions saw a significant increase in 2024. This is predominantly driven by a large increase in purchased goods and

services compared to 2023, due to much higher volumes of manufacturing taking place.

• Scope 3 data has been separated at the site-level in 2024 for the first time.

During the reporting period, the Group has taken the following actions to reduce its greenhouse gas emissions:

• Gas boiler was replaced at the Strasbourg facility in France in January 2024. Heat pumps were also installed to supplement

the boiler.

• Wallingford, one of the UK facilities was moved onto a 100% renewable energy tariff to align with the goal of 100% renewable

energy by 2030.

Water

Water consumption rose in 2024, largely due to increased number of facilities, emphasising the urgency of increased efficiency

measures. OXB has committed to conducting comprehensive water efficiency assessments in 2025 to identify reduction

opportunities and set future targets.

The table below outlines OXB’s water withdrawal metrics over recent years:

Year Total Water Withdrawal (Thousand M

) Water Withdrawal in High Water Risk Areas (Thousand M

) M

Floorspace

2021 10.955 10.955 0.4

2022 8.452 8.452 0.3

2023 14.023 14.023 0.2

2024 39.046 22.757 0.4

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

Strategic reportCorporate GovernanceFinancial statementsOther information

Waste

OXB remains dedicated to reducing waste and improving recycling rates. The waste generation rose in 2024, largely due to

increased number of facilities, emphasising the need for enhanced resource efficiency measures.

The table below provides an overview of key waste metrics:

Metric 2023 2024

Total Generated Waste (MT) 305.7 522.2

Hazardous Waste Generated (MT) 160.4 247.6

Non-Hazardous Solid Waste Recycling Rate (%) 57.9 40.9

Mass (MT) per Volume of Production Output (Litre) 15.5 13.7

OXB is addressing waste management challenges through expanded recycling programmes, improved production waste stream

optimisation and increased supplier collaboration to minimise material waste.

Substances of Concern

OXB upholds stringent regulatory compliance in handling hazardous biological and chemical substances, ensuring environmental

protection and operational safety. Its robust approach includes:

• Advanced containment protocols – Mitigating pollution risks through engineering controls and administrative measures.

• Third-party auditing – Regular assessments of waste disposal partners to uphold compliance standards.

• Continuous improvement initiatives – Ongoing investments in innovative technologies, employee training and

process enhancements.

Looking Ahead

Sustainability is deeply embedded in OXB’s long term strategic framework. OXB's 2025 priorities include:

• Driving continued deep decarbonisation in its operations.

• Expanding supplier engagement to drive further Scope 3 emissions reductions.

• Securing SBTi validation for near-term carbon reduction targets.

• Completing water efficiency assessments to set new conservation targets.

• Enhancing circular economy initiatives to improve waste management and recycling.

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

46 ESG report (Continued)

Task Force on Climate-Related Financial Disclosures (TCFD)

OXB fully supports the TCFD framework and is dedicated to enhancing its governance and risk management methodologies

to ensure climate risks are effectively integrated into business planning. The following sections outline the required disclosures

and detail the Group’s approach to managing these risks. OXB is proud to confirm that the disclosures in this Annual report

and accounts are consistent with the TCFD recommendations. The Group has also used the TCFD's Annex all-sector guidance

throughout the report to inform its strategy and reporting practices.

Governance of Climate-related risks and opportunities

As part of its commitment to the responsible management of climate-based risks and opportunities, OXB follows the TCFD

recommendations and has implemented a governance structure that integrates climate-related risks and opportunities into its

broader ESG strategy. This section outlines the specific governance mechanisms and decision making for the management of

climate-related issues only, while leveraging the overarching governance framework that is detailed in the Risk management

framework section of the Principal risks, uncertainties and risk management framework of this Annual report and accounts on

pages 65-66.

Board oversight of Climate-related risks and opportunities

The Board plays an integral role in overseeing climate-related risks and opportunities, embedding these considerations

into the Group’s strategic direction. In 2024, the Board approved several key initiatives to advance OXB’s environmental

commitments, including:

• Baselining the entire GHG inventory to establish a comprehensive understanding of emissions across Scopes 1, 2 and 3.

• Setting near-term SBT for Scopes 1, 2 and 3, following the commitment declared in 2023. These targets were submitted for SBTi

validation in 2024.

• Developing a GHG transition plan to 2030, mapping the reduction projects required to achieve the near-term targets.

• Requiring all sites to undergo renewed physical climate risk modelling, including the new facilities in Lyon and Strasbourg and

investigating potential transition risks.

• Committing to baseline energy use, water withdrawal and waste generation across the Group to develop a comprehensive

sustainability framework.

The Audit Committee oversees the accuracy and transparency of climate-related disclosures aligning them with regulatory

standards. It also monitors compliance strategies in response to emerging regulatory requirements, leveraging insights from

Namrata Patel, a Non-Executive Director with extensive environmental expertise.

Senior Leaders' role in addressing climate-related risks and opportunities

ESGR Committee

The ESGR Committee, chaired by the Chief Operating Officer, is responsible for ensuring that environmental risks and opportunities

are managed across all sites. In 2024, the ESGR Committee:

• Directed and managed the GHG baselining, target setting, transition planning and climate risk modelling initiatives.

• Co-ordinated data collection efforts and developed KPIs for energy, water and waste baselining.

• Reviewed and discussed environmental performance against set targets.

• Oversaw progress toward the Group’s net-zero commitments.

• Facilitated collaboration across regions to align local actions with global climate objectives.

Site ESGR Committees

Site ESGR Committees in the UK, the US and France support the ESGR Committee by implementing local environmental initiatives.

In 2024, the Site ESGR Committees:

• Collected data for baselining emissions, energy use, water withdrawal and waste generation.

• Provided regional input and projects for the GHG transition planning process.

• Ensured alignment with the Environmental pillar and guided site-specific risks and opportunities.

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Net Zero Group for the UK site

The Net Zero Group, consisting of representatives from the finance, facilities, engineering and procurement teams, drive OXB UK’s

carbon management and monitoring efforts. Meeting on an ad hoc basis, the Net Zero Group:

• Evaluates carbon emissions data and identifies reduction opportunities.

• Assesses operational changes to reduce carbon intensity.

• Works with Environmental SMEs and Site ESGR Committees to integrate carbon reduction strategies across OXB UK's

business units.

In 2024, the Net Zero Group advanced carbon baselining efforts and implemented continuous monitoring to support OXB’s

net-zero goals.

Employee Environmental Representatives

OXB empowers employees to contribute to environmental sustainability through a network of employee environmental

representatives. These representatives meet quarterly to:

• Propose and implement efficiency improvements in energy, water and waste management.

• Share innovative solutions to reduce carbon emissions.

• Exchange best practices across regions to foster a culture of continuous improvement.

Strategy

The climate-related risks and opportunities OXB have identified over the short, medium and long term

OXB has identified climate-related risks and opportunities by categorising them into physical risks and transition risks to ensure a

comprehensive understanding of potential impacts.

Physical risks refer to risks arising from the direct impact of climate change, such as extreme weather events (e.g., floods, storms

and heatwaves), long term shifts in temperature and precipitation patterns and rising sea levels. These risks develop gradually over

decades and require extended time horizons for effective evaluation and mitigation.

Transition risks are associated with the societal and economic responses to climate change, including evolving policies and

regulations, market shifts, technological advancements and reputational considerations. These risks are dynamic and can emerge

more rapidly, making shorter timeframes essential for assessment and response.

To evaluate these risks and opportunities effectively, OXB considers the following timeframes:

• Short Term: Up to 2030, aligned with immediate business planning cycles.

• Medium Term: 2031–2040 for transition risks and 2031–2050 for physical risks, reflecting strategic business planning

and forecasting.

• Long Term: Beyond 2041 for transition risks and 2051–2100 for physical risks, recognising uncertainties in climate trends,

regulatory developments and societal responses.

Risks identified and prioritised :

• Rising average and maximum temperatures and an increased frequency of heatwaves could reduce workforce productivity.

• Increasing water stress, particularly at Oxford facilities, may lead to potential shortages, disrupting operations and supply chains.

• Higher winter rainfall and the risk of flooding, especially under high emission scenarios, threaten infrastructure and distribution

routes at key operational facilities.

• The phasing out of natural gas and adoption of low-carbon alternatives like hydrogen introduces feasibility challenges and

operational uncertainty.

Opportunity identified and prioritised:

• Increasing global emphasis on low-carbon healthcare systems could drive demand for sustainable manufacturing processes,

creating a competitive advantage for OXB.

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48 ESG report (Continued)

The impact of climate-related risks and opportunities on OXB's business, strategy and financial planning

OXB is committed to integrating climate-related risks and opportunities into its business, strategy and financial planning to align

with global climate goals and drive operational resilience. The Group's efforts are guided by a long term vision to reduce GHG

emissions and minimise environmental impacts while supporting sustainable growth.

OXB's ambition includes achieving significant reductions in Scope 1, Scope 2 and Scope 3 carbon emissions. These targets are

underpinned by initiatives such as increasing renewable energy purchases, investing in low-carbon technologies and collaborating

with suppliers to set SBTs. The transition plan focuses on immediate reductions and the planning of financing for these, while

recognising the need for public-private collaboration and technological advancements to address emissions beyond 2030.

OXB has established a comprehensive risk management framework, leveraging scenario analysis to assess various emissions

pathways. This approach enables the Group to prioritise high-impact areas, align with stakeholder expectations and allocate

financial resources effectively to address climate risks and opportunities.

Climate scenarios have been used to comprehensively assess potential future physical and transitional changes.

Physical Risk Scenarios

• High Emissions Scenario (RCP8.5/SSP5-8.5).

• Medium Emissions Scenario (RCP4.5/SSP2-4.5).

• Low Emissions Scenario (RCP2.6/SSP1-2.6).

Transitional Risk Scenarios

• High Ambition Pathway (Tailwinds Pathway)

• Medium Ambition Pathway (Balanced Pathway).

• Low Ambition Pathway (Headwinds Pathway).

Resilience of OXB's strategy, considering different climate related scenarios, including a 2°C or lower scenario

The climate scenarios were used to assess the Group's resilience, evaluating the potential impact of physical and transition risks and

opportunities on OXB's operational facilities. The analysis did not reveal any significant threats to its business resilience.

Risk Management Framework

Processes for identifying, assessing and managing climate-related risks and integrating into overall risk management

Modelling and identification of climate-related risks was undertaken in 2022 with the help of an experienced third-party expert.

OXB conducts physical risk modelling every five years, or following the acquisition of a new facility or a critical supplier. Transitional

risks, given their dynamic nature, are reviewed and updated annually to reflect the rapid pace of change in this area. As part of

this commitment, 2025 will include comprehensive updates to both physical and transitional risk assessments for OXB's facilities

in France.

The Group's risk management framework is designed to address all types of risks, including climate-related risks. Climate-related

risks at the Group level are governed by the ESGR Committee, ensuring alignment with overall risk management practices. Local

climate-related risks are raised at the relevant site-level ESGR Committees to be added to the local risk registers. Risks are assessed

for impact using OXB's risk matrix, of which financial risk is separated into the following:

• Low (1-2% revenue)

• Medium (3-5% revenue)

• High (>5% revenue)

For further details on risk management framework, please refer to the Principal risks, opportunities and risk management framework

section of this Annual Report and accounts on pages 59-66.

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TCFD

Category

Climate related trend Potential

financial impact

Climate

scenario

Potential materiality Strategic response and resilience

Short

term

Medium

term

Long

term

Physical Risk

(Acute):

Increased risk

of flooding

Higher winter rainfall

and the risk of

flooding, especially

under high emission

scenarios, threaten

infrastructure and

distribution routes

at key

operational facilities.

Reduced revenue

from decreased

production capacity

(e.g. transport

difficulties, supply

chain interruptions).

Write-offs and early

retirement of existing

assets (e.g. damage to

property and assets in

high-risk locations).

Increased capital

costs (e.g. damage to

facilities) ‒ Reduced

revenues from lower

sales/output.

Increased insurance

premiums and

potential for reduced

availability of

insurance on assets in

high-risk locations.

Bedford,

MA, US site:

All climate

scenarios

Low Medium Medium The Group is aware that this is

a significant medium-term risk to

operational performance and increases

the vulnerability of assets to damage.

This risk is being managed at site-level.

The landlords of the Bedford, MA, US

site have recently fitted a flood defence

system in place to adapt to this risk.

There is already the capacity to use other

OXB facilities for scheduled work in the

instance of facility disruption across the

different geographies.

Physical Risk

(Chronic):

Rising mean

temperature

Rising average and

maximum

temperatures and an

increased frequency

of heatwaves could

reduce workforce

productivity.

Reduced revenue and

higher costs from

negative impacts on

workforce (e.g. health,

safety, absenteeism).

Increased

operating costs.

Medium

and High

emission

Low Low Low The Group recognises that increased

heat could impact workforce productivity

of OXB employees. It can also impact

productivity of its suppliers. However,

the risk of operational loss remains

low due to the ability of the business

and critical suppliers assessed to control

the temperature within the working

environment. Business continuity plans

are in place to reduce heat stress if HVAC

systems were to fail.

The relatively low material financial risk

originates from the expected increase in

operational costs as a result of increased

energy demand.

Physical Risk

(Chronic):

Water stress

Increasing water

stress, particularly at

Oxford and Bedford

MA, US sites, may

lead to potential

shortages, disruption

to the operations and

supply chains.

Increased

operating costs

Inadequate

water supply

Oxford site:

All climate

scenarios

Low Low Low OXB water withdrawal is limited to

domestic purpose as well as in

process development and autoclaves.

A lower availability of water may

heighten potential fiscal risk by increasing

water costs. However, production could

continue relatively uninterrupted because

all water for this moves through the

supply chain.

Plans are in place to undertake water

efficiency assessments with the aim of

actioning projects to reduce demand on

local water withdrawal across all sites.

Bedford,

MA, US site:

All climate

scenarios

Low Low Low

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

50 ESG report (Continued)

TCFD

Category

Climate related trend Potential

financial impact

Climate

scenario

Potential materiality Strategic response and resilience

Short

term

Medium

term

Long

term

Transitional

Risk:

Policy and

Legal

Technology

Requirements to

decarbonise buildings

and manufacturing

practices.

Increased

capex and

operating costs

Low

ambition

Medium

ambition

Low

The Group is aware that the local

governments will increase their ambition

to scale up decarbonisation. The main

challenge for OXB will be to reduce

natural gas consumption due to unproven

substitutes and high capex cost.

Targets for Scope 1 and 2 emissions are

included in the climate section of this

Annual report and accounts.

Opportunity:

Products and

Services

Increasing global

emphasis on low-

carbon healthcare

systems could

drive demand

for sustainable

manufacturing

processes, creating

a competitive

advantage for OXB.

Increased revenue

through demand

for lower

emissions products

and services.

Better competitive

position to reflect

shifting consumer

preferences,

resulting in

increased

revenues.

All Climate

scenarios

Low Medium Medium The Group is positioned as a pure-play

CDMO and may have the ability to attract

clients through sustainability performance.

This opportunity comes with an initial capex

and operational cost increase but would

be beneficial over the medium and long

term. Success for this opportunity will be

measured using OXB's progress against

decarbonisation targets, supplier feedback

and public ESG ratings.

Metrics and Targets

Metrics used to assess climate-related risks and opportunities in line with OXB's strategy and risk management process.

The Group has evaluated the primary metrics in alignment with the TCFD guidance outlined in Tables A1.1 and A1.2, alongside

cross-industry climate-related metrics. Accordingly, the strategic metrics OXB focuses on are:

• Total Energy Consumption.

• Energy Consumption by Source.

• Proportion of Renewable Electricity Consumption.

• Scope 1 & 2 Emissions (market and location-based).

• Scope 3 Emissions.

• Total Water Withdrawn.

• Total Water Withdrawn in High Water Stress Locations.

• Water Withdrawal per m

floorspace.

• Total Waste Generated.

• Total Hazardous Waste Generated.

• Recycling Rate for Non-Hazardous Solids.

• Waste Generation per Unit of Production Output.

Scope 1, 2 and 3 greenhouse gas (GHG) emissions and their related risks.

Scope 1, 2 and 3 emissions are detailed in the Climate section, while the transitional risk associated with decarbonisation are

outlined in the risk table on pages 47-48.

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Non-Financial and Sustainability Information Statement (NFSIS)

The Group aims to comply with the Non-Financial Reporting requirements contained in section 414CA and 414CB of the

Companies Act 2006. The table below and information it refers to, is intended to help stakeholders understand the Group's position

on key non-financial and sustainability matters.

414CB Disclosure Requirement Location of disclosure within this annual report

(A1) Climate-related financial disclosures • TCFD report Pages 46-50

(1) (a) Environmental matters • Environment Section Page 42

(1) (b) The company's employees • Social section of ESG Report Page 53

(1) (c) Social matters • Social section of ESG Report Page 52

(1) (d) Respect for human rights • Governance section of ESG Report Page 58

(1) (e) Anti-corruption and anti-bribery matters • Governance section of ESG Report Page 57

(2) (a) Description of business model • Business Model Pages 10-11

(2) (b) + (c) policies relating to (1) (a)-(e) and their outcomes • To be found in the relevant sections referenced against (1) (a)-(e)

(2) (d) principal risks of matters considered in (1) (a)-(e) • Principal Risks Pages 59-66

(2) (e) non-financial key performance indicators • Non-Financial key performance indicators Page 16

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52 ESG report (Continued)

SOCIAL

Social responsibility is more than just a goal, it’s an overriding principle that underpins each of OXB’s activities and supports the

Group's mission to enable its clients to deliver life-changing therapies to patients.The Group prioritises its commitment to social

responsibility, a commitment that is deeply embedded across its sites in the UK, the US and France. OXB strives to foster a diverse,

inclusive and equitable environment where every employee feels valued and empowered. Using a structured approach, OXB is

dedicated to the wellbeing of all its employees, focusing on professional development, safety and personal growth. In the broader

ecosystem, the Group's social impact is extended by actively engaging with local communities and suppliers, building meaningful

relationships that creates mutual value and contribute to broader economic opportunity. Through these

efforts, OXB is not just

building a successful business, but creating a more supportive, interconnected social landscape across its international operations.

People

Patients

OXB is committed to delivering life-changing cell and gene therapies to patients in an ethical and socially responsible way. This will

be achieved by practising and delivering ethical, relevant and sustainable innovation.

Identifying new innovation tools to deliver life-changing cell and gene therapies

Throughout 2024, the Global Technical and Innovation Committee (GTIC) provided governance around the Group's decisions for

investment in innovation and new technologies. This included identifying and prioritising innovation around process intensification

to produce therapeutic viral vectors in sufficient quantities to meet clinical and commercial demands in a more economical and

environmentally sustainable way.

Clinical Trials

In line with its strategy to become a pure-play CDMO, OXB discontinued work on internal product development in the second

half of 2023. As a pure-play CDMO, the Group will not be initiating any further clinical trials. However, OXB is committed to the

necessary long term safety follow up of patients in an existing study. Procedures will remain in place under its Quality Management

System to ensure compliance with appropriate legislation and guidance.

Patient Stories

In 2024, OXB introduced three patient and client stories for the first time. These inspiring and courageous accounts showcased the

profound impact of OXB’s work on patients’ lives globally. They also highlighted how OXB, through its transformative technologies,

is not only making a meaningful difference for patients but also fostering a deeper connection between its employees and the

Group’s mission.

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Employees

OXB is committed to providing an inclusive and welcoming community where all employees are able to meet their full potential

and are treated with dignity as individuals.

Equality, Diversity and Inclusion (EDI)

In 2024, the Group implemented and delivered mandatory online EDI training to all UK employees to raise awareness and

understanding of inclusivity and bias covering The Equality Act, Protected Characteristics, types of discrimination, allyship and

positive action. It outlined the benefits of diversity, inclusion, treating others with respect and offering everyone fair access to

opportunities and provided effective simple tools to create a positive change. Towards the end of 2024, EDI initiatives were being

extended to the US and France as well.

In support of changes to legislation under The Worker Protection (Amendment of Equality Act 2010) Act 2023 and OXB’s

duty to take all reasonable steps to prevent sexual harassment in the workplace, an online training module ‘preventing sexual

harassment’ was launched to all employees across OXB sites in 2024. Training was delivered to all line managers to reiterate

their essential role in fostering a safe, respectful and inclusive work environment. OXB has a robust ‘Dignity at work' policy which

was reviewed to

reflect the changes. This policy covers any type of bullying and harassment (including sexual harassment) of or

by managers, employees, clients, suppliers, contractors, agency staff and anyone else engaged to work at the Group. Through

OXB's Whistleblowing policy, guidance was provided on how to report matters internally and confidentially. OXB is committed to

creating a work environment free of harassment and bullying, where everyone is treated with dignity and respect.Group-wide

communications to reiterate the zero-tolerance approach to harassment of any kind was carried out and ongoing monitoring is

conducted through surveys, discussions and exit interviews.

A risk assessment to identify high risk situations was also completed during the year and the Group implemented guidance on

‘Keeping yourself safe when travelling for work’ and on ‘Third Party Interactions’ for employees working with clients or suppliers.

The Group continued its programme of raising awareness and educating in the focus areas of Women in work, Neurodiversity

and LGBQTIA+. OXB's Employee Network Groups, held a programme of events throughout 2024 in conjunction with nationally

recognised awareness days to include International Women’s Day and Menopause awareness day. For the latter, the Group shared

its newly launched menopause policy and reasonable adjustment policy which include support from an Occupational health

service and bespoke Aviva menopause service, all within a digital GP app offered as part of OXB benefits package. The Group also

celebrated neurodiversity awareness week and events throughout Pride month in June 2024.

Group Headcount

Male Female Total % Male % Female

Board including Non-Executive Directors 5 6 11 45% 55%

Senior managers and direct reports 18 36 54 33% 67%

All other employees 368 428 796 46% 54%

Total 391 470 861 45% 55%

Group employee turnover as at 31 December 2024.

In 2024, the Group's voluntary employee turnover was 14.2%, of which 8.5% was regretted turnover.

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

54 ESG report (Continued)

Health and Wellbeing

Throughout the year, the wellbeing programme in the UK included webinars on Building resilience, 'Stress Less Perform Best',

financial wellbeing sessions with topics covering 'How to understand your credit score' and 'My Family and First Time Buyer:

Understanding Mortgages.' Practical advice was also provided to employees to celebrate Mental Health Awareness Week, with the

theme for 2024 being 'Movement: Moving more for our mental health'. OXB UK has a carer's policy to support the UK employees

in their work life balance. Carers Week was observed in recognition of the value and support provided by employees who are

also carers. Monthly topics were adopted whereby advice on themes such as Empathy, Sleep, Mental health and how to approach

conversations around grief, kindness, self-care, resilience, stress awareness and a healthy lifestyle was shared with employees. 

OXB UK organised training for 16 Mental Health First Aiders to ensure that the site maintains its focus on supporting employees to

contribute positively to the workplace culture and support colleagues' wellbeing.

In 2024, OXB UK also reviewed its Employee Assistance Programme and wellbeing offering for its employees. As a result, OXB UK

will be launching a new service in 2025 for employees which offers a comprehensive range of wellbeing support services together

with confidential counselling.

OXB US offers comprehensive employee benefits program including health, dental and vision insurance, discount on gym

memberships and reimbursement for fitness equipment. US employees also have access to an Employee Assistance Programme

and regular webinars are organised on topics such as stress management and navigating mental health challenges. In addition, two

retirement planning education sessions providing advice regarding the investing options were also organised during the year.

The Happy Committees at each site in France are dedicated to organising similar events that improve the workplace environment.

They focus on enhancing internal communication, gathering employee feedback and promoting team wellbeing and cohesion,

while also facilitating dialogue between the management and staff regarding wellbeing at work.

Health and Safety (H&S) in the workplace

In line with OXB's Health and Safety Policy, objectives were defined by each site at the beginning of the year. Progress was

monitored throughout the year at the site-level and local performance metrics were used to drive improvements on a number

of topics, for example, incident reporting rate, overdue risk assessment reviews, health and safety training and closure of actions

arising from incident investigations and internal audits. For 2025, the performance metrics have been aligned and defined for the

Group, rather than at the local site-level. The Group metrics include both leading (e.g. H&S training compliance, with a target

of 95%) and lagging indicators (e.g. Lost Time Injury Rate).Progress against the 2025 Group metrics will be monitored at ESGR

Committee and site-level ESGR Committees.

The formal internal H&S audit programme provided assurance during the year on a number of topics, for example, gas cylinder use

and storage and waste management.

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Community

Volunteering

OXB understands the value of giving back and actively encourages its employees to volunteer by offering a dedicated volunteering

policy. This scheme allows employees to request up to one day of paid time off annually to volunteer. Employees have the

opportunity to support local charities or contribute to community projects, making a tangible impact.

In 2024, a total of 27 volunteering days were taken with activities ranging from helping to build and repair affordable houses for

low-income families through the US ‘Habitat for Humanity’ initiative, to sorting food for distribution to local Oxfordshire food banks

with FairShare. Other UK initiatives included a UK veteran selling poppies for The Poppy appeal, participating in land management

activities with the Earth trust, inspiring the next generation of scientists byparticipating in a science discussion event at a school,

attending school governor meetings, supporting mock interviews at a local school and helping preserve the diversity of wet

meadows under attack from invasive plant species in partnership with Oxford City Wildlife Volunteers.

Charitable giving

Fundraising activities in the UK are overseen by a group of employee volunteers, known as the Helping Hands team, in support

of OXB UK’s nominated charities Homeless Oxfordshire (Registered Charity No. 297806) and Oxfordshire Mind (Registered Charity

No. 261476). During the year, the Helping Hands team organised a number of fundraising events including a bake sale, a themed

dress-down day at work and Christmas Jumper Day; and a total of £4,271 was raised for the nominated charities. The Helping

Hands team also organised a food drive in December to give back to the local community and help those who may have been

struggling at that time of year. In addition, the Group made a donation of £5,000 to both Blood Cancer UK and Myeloma UK, in

recognition of working with them in 2024 to share patient stories.

In 2024, OXB UK continued to run ‘payroll giving’, providing employees with the opportunity to support local charities in a

tax-efficient manner through monthly payroll contributions.

In October 2024, UK employees had the chance to nominate and vote for a new charity, or multiple charities. The top three

nominated charities were put to a final vote and two — Ssnap and Helen and Douglas House Children’s Hospice—were chosen as

OXB UK's nominated charities for the upcoming three-year cycle. The selection was based on the charities being local to Oxford

and aligning with the Group's values.

In the US, employees supported a variety of charitable activities including donating clothing to The Wish Project (EIN #

20-3249145), donating non-perishable food to People Helping People (EIN # 04-3014567) and donating blood in the Group's

annual blood donation drive in partnership with Dana-Farber Cancer Institute and Brigham and Women’s Hospital. In addition, the

Group made a financial donation of $515 in support of the US finance team's volunteering day with Habitat for Humanity (EIN

# 04-3123186).

Employees in France supported their local communities by partnering with L'Entreprise des Possibles, a private fund that supports

associations working locally to help homeless people or people in need.Through this partnership, two initiatives are now available

to employees in France:

1. Donation of leave days: Employees are able to donate their paid leave days which OXB France then converts into financial

contributions to support the organisation's vital work.

2. Volunteering: To further encourage community commitment, OXB France offers an additional day's leave for each day that an

employee spends volunteering during their time off.

In addition, food was donated to the Restaurants du Coeur in Strasbourg and OXB France employees participated in the Run in Lyon

(10 employee runners, donation of EUR660) and Race La Strabourgeoise (6 employee runners, donation of EUR183).

Apprenticeship Scheme

As part of the Group's focus on delivering local benefits and providing high-skilled jobs to the local community, OXB is committed

to supporting the apprentices through in-post learning, training and expanding its apprenticeship scheme in the future.

OXB UK has an apprenticeship scheme in collaboration with the Advanced Therapies Apprenticeship Community and multiple

training providers. In 2024, OXB UK had 14 apprentices, five of whom completed their programme and of these, four received a

distinction grade which is the highest level and moved on to the higher level apprenticeship programmes (Level 6) which allows

them to qualify to Degree level.All apprentices have now joined OXB UK permanently as scientists within their field. The apprentices

include school leavers from the local community and existing employees who are enrolled on a training scheme in the highly skilled

areas of process development, manufacturing and analytical Quality Control testing.

OXB France also runs a similar apprenticeship scheme and currently has five apprentices.

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

56 ESG report (Continued)

Academic collaborations and support of studentship programmes

During 2024, OXB UK continued to support PhD/DPhil studentships through the Advanced Bioscience of Viral Products (ABViP)

programme. The multi-disciplinary training programme is led by OXB UK in collaboration with University College London and

University of Oxford as academic institutions as well as being supported by the BBSRC CTP programme. ABViP is now a cohort of

24 students and the programme aims to foster the development of the next generation of bioscience leaders and advance research

in the area of viral vectors for future gene therapies and vaccines.

In conjunction with OxLep Skills and The Careers & Enterprise Company, OXB UK completed its Teacher Encounters programme at

an event, hosted by Satellite Applications Catapult on the Harwell Science and Innovation by delivering a presentation showcasing

the learning resource created as part of the Teachers Encounters experience. The aim of the Teacher Encounters programme is to

provide an opportunity for teachers to engage directly with employers to see and learn about the different career pathways relevant

to their subjects and to observe how their subject is applied practically in business. They can then take this learning back to the

classroom to inform and inspire their students. A team of scientists and managers from OXB UK supported a mock interview day at

a local school for students as part of its Early Careers outreach activities.

OXB France is a member of several industry associations representing pharmaceutical companies operating in France, including

Leem (Les entreprises du medicament), Afipral (Association of Pharmaceutical Industry Manufacturers of the Rhône-Alpes Region)

and A3P (Association pour les Produits Propres et Parentéraux).Membership allows OXB France employees from relevant

departments to engage with other companies in the industry, providing a platform to access and share technical, scientific, legal

and regulatory updates.

In 2024, OXB France developed joint training modules for its engineering employees in partnership with the Biotechnology

Engineering School and for its technicians in partnership with IMT, the French Federal Institute of Technological Universities.

During the year, OXB France invited students from the Strasbourg Faculty of Pharmacy, the Leem and the Biotechnology

Engineering School to visit its manufacturing site in Strasbourg to showcase its work and increase its visibility amongst potential

future recruits.

Supply Chain

The Group is fully committed to responsible supply chain management. Throughout 2024, the Group continued to build a supply

chain that aligns with the Group's commitment to sustainability whilst delivering commercial benefit.

Supplier Code of Conduct

OXB’s Supplier Code of Conduct follows a continuous improvement approach and includes the Group's conduct commitments

and its expectations of suppliers in relation to bribery and corruption, child labour, data privacy and protection. Also included in

the Supplier Code of Conduct is information pertaining to health and safety practices, governance and management systems,

human rights matters, environmental practices and related management systems. It details the Group's overall approach to supplier

engagement and the standards it expects its suppliers to adopt.

The Supplier Code of Conduct, which the Group launched in 2021, has been issued to OXB UK suppliers for compliance. The new

Group Supplier Code of Conduct will be relaunched in 2025 across the Group.

The Group's robust processes and controls ensure that all elements of its supply chain are managed responsibly. Full details of the

Group’s Supplier Code of Conduct, can be found on the corporate website at www.oxb.com.

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

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GOVERNANCE

Governance Framework for ESGR

At OXB, strong governance is the cornerstone of its commitment to ethical business practices, transparency and long term

value creation. OXB's governance framework is designed to foster accountability, align with stakeholder interests and support the

integration of ESG and risk considerations into the Group's decision-making processes.

In 2024, OXB introduced a streamlined governance framework to enhance its approach to environmental, social and governance

priorities. Transitioning from the previous five-pillar model, OXB has adopted three focused priorities—Environment (E), Social (S)

and Governance (G). This refinement enables clearer alignment with its overarching ESG strategy and provides a cohesive structure

to manage risks and opportunities effectively.

To ensure robust oversight over ESGR activities, the Group has also integrated its ESG governance system with its risk management

framework. This has led to the establishment of the ESGR (Environmental, Social, Governance and Risk) Committee, which brings

together the relevant expertise to address both emerging and principal risks with precision and accountability.

Full details of OXB's governance framework for ESGR is provided in the Principal risks, opportunities and risk management

framework section of this Annual report and accounts on pages 57-58.

UK Corporate Governance Code 2018 and 2024 and UK Listing Rules

Good corporate governance, including compliance with the UK Corporate Governance Code and the UK Listing Rules, continues

to be an important area of focus for the Group. The Board believes that good corporate governance is ultimately the responsibility

of the Board and its Committees and is essential for the long term success of the business. During 2024, the Group complied fully

with the UK Corporate Governance Code 2018 and the UK Listing Rules. Further details of the Company's compliance with the

UK Corporate Governance Code 2018 and the UK Listing Rules can be found in the Corporate Governance Report section of this

Annual report and accounts on pages 70-76.

OXB has taken all the necessary steps to be compliant with the new provisions of the UK Corporate Governance Code 2024

coming into effect on 1 January 2025 and progress is being made to become compliant with the new Provision 29 which becomes

effective on 1 January 2026.

Anti-bribery

OXB’s policy on preventing and prohibiting bribery is in full accordance with the UK Bribery Act 2010 as well as other relevant

overseas legislation. OXB does not tolerate any form of bribery by, or of, its employees, agents or consultants or any person or body

acting on its behalf. The CET is committed to implementing effective measures to prevent, monitor and eliminate bribery.

During 2024, all UK employees were required to complete anti-bribery training annually through an online learning portal. In

addition, the Anti-Bribery and Corruption policy was redrafted for roll-out to OXB US and OXB France. Effective measures for

monitoring compliance with the policy at all sites will be rolled out in 2025.

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

58 ESG report (Continued)

Whistleblowing

OXB’s compliance activities include the prevention and detection of misconduct through policy implementation, training and

monitoring. As part of this effort, employees are encouraged to report suspected cases of misconduct in confidence and without

fear of retaliation. Concerns and allegations are thoroughly investigated with disciplinary action taken where necessary, up to and

including dismissal and reporting to relevant authorities.

An anonymous confidential reporting channel is available for all employees and there are procedures in place to

protect whistleblowers.

Human rights and anti-slavery

OXB operates with responsibility at the forefront of its business, fully respects human rights and conducts its business in accordance

with the letter and spirit of UK Human Rights legislation and the UK Modern Slavery Act 2015. All OXB employees are trained

on whistleblowing, responsible purchasing, contract process underpinning responsible supply chain management (which includes

human rights) where required, management of responsible interactions with counterparties as well as being trained and required

to adhere to internal expectations aligned with personal objectives on ethical values and behaviours. As part of the procurement

solicitation process and due diligence of suppliers, all suppliers are asked to comply with the OXB Supplier Code of Conduct

or provide their own equivalent code which demonstrates compliance with Modern Slavery legislation. As part of a condition of

on-boarding, all counterparties are asked to

confirm that they comply with the laws regarding slavery and human trafficking of

the country or countries in which they do business. Such expectations are anchored in the OXB Supplier Code of Conduct which

details OXB’s overall approach to ethical standards and responsible supply chain management showing respect for sustainable and

resilient business practices.Additional details can be accessed on the Group's website, www.oxb.com, where the 2024 Modern

Slavery Statement, approved by the Board in March 2025 in accordance with Section 54 of the UK Modern Slavery Act, is available

to view and download.

Post period-end, the Group plans to enhance the OXB Supplier Code of Conduct for all major suppliers and continues to develop

tools and processes to educate its employees on how to engage with new and existing suppliers.

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

Strategic reportCorporate GovernanceFinancial statementsOther information

Principal risks, uncertainties and risk

management framework

The cell and gene therapy sector has a higher risk profile when compared with other sectors. Consequently, the Group is exposed

to a range of risks. OXB believes that understanding and addressing risks is crucial to safeguarding the Group’s assets, reputation

and long term value. Embedding a sound risk management framework within the Group is an essential part of this process, aiming

to identify, analyse and mitigate risks and protect the Group against both emerging and principal risks.

This section of the Annual report and accounts provides a comprehensive overview of the Group's principal risks and outlines the

steps taken to identify and assess risks and to enable the Group to effectively manage them. Whilst principal risks are only a subset

of the risks faced by the Group in the course of its operations, they represent the risks which are most likely to significantly affect

the achievement of the Group's business strategy and future performance. Some of the principal risks are specific to the Group's

current operations, whilst others are common to all CDMO companies.

As part of the Group’s approach to risk management, it conducts a comprehensive annual assessment of the emerging and

principal risks that could affect its business model, future performance, solvency or liquidity. Following the closure of the Group's

Products division in 2023, the risks associated with product development have been downgraded and are no longer considered

principal risks. Whilst this has contributed to the maturation of the Group's risk profile, it is worth noting that significant financial and

manufacturing risks persist within the cell and gene therapy sector.

Emerging risks

Emerging risks are newly identified risks that may pose future challenges to the Group. While these risks have the potential to

materialise over time, their short-term impact on the Group is typically low and their outcomes remain uncertain. Some emerging

risks may evolve rapidly, while others may not materialise at all. OXB continuously monitors both its internal operations and the

external environment to identify, assess and manage emerging risks, ensuring appropriate mitigation strategies are in place.

Emerging risks are identified via horizon scanning and are discussed at the CET and ESGR Committee. If considered significant,

they are included in the Group and site risk registers, as relevant. During 2024 and post-period end, emerging risks such as climate

change and US trade

tariffs were discussed. The Group will continue to monitor and assess these developments to identify any

potential business impact.

Principal Risks

In 2024, the Group's primary focus has been on executing the strategic transition

towards "One OXB" and solidifying its position as a quality and innovation-led pure-

play CDMO. This transformation has led to a more stable and mature risk profile and

contributed to a more resilient and sustainable operational environment.

As the Group's risk profile has evolved, some of the previously identified principal

risks have been consolidated to better reflect the interconnected nature of the

risks faced:

• "Transition to a quality and innovation-led pure-play CDMO" has been

consolidated into the commercialisation risk titled “Failure to execute strategic

transition and partner collaborations".

• "Adverse outcome of regulatory inspections" has been consolidated into the

supply chain and business execution risk titled "manufacturing failure".

Additionally, some of the risks have been removed from the Group risk register as

explained below:

Product liability and insurance risk

The product liability and insurance risk has been effectively mitigated, as OXB, in its

role as a CDMO, concentrates mainly on process development and manufacturing,

which reduces its product liability exposure compared to companies that develop

and commercialise their own products. While OXB adheres to Good Manufacturing

Practices (GMP) and regulatory standards, ultimate responsibility for a product’s

clinical performance, labeling and regulatory approval rests with the clients.

Additionally, the Group maintains comprehensive Products and Services Liability

insurance to further safeguard against potential risks.

Intellectual Property

As the Group’s focus is no longer on developing products, the risk of intellectual

property disputes has decreased compared to prior periods.

Please note that the while the climate risk is retained as a principal risk in the Group's risk register, it has been removed from the

table below and is discussed in detail within the Environment section of the ESG report on pages 48-50.

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

60 Principal risks, uncertainties and risk management

framework (Continued)

Risk category and principal risk Context and potential impact Mitigation actions

Trend versus

prior year

COMMERCIALISATION RISKS

Failure to execute

strategic transition and

partner collaborations

A failure by OXB to successfully

implement its revised strategy

of becoming a quality and

innovation-led pure-play CDMO,

along with challenges in executing

collaborations and partnerships,

could materially impact the Group’s

commercial success. If clients

discontinue the development of

product candidates in which OXB

holds a financial interest through IP

licences, this may result in a loss

of potential revenue and hinder the

Group’s strategic objectives. Client

volumes increase as they move into

commericalisation, increasing the

risk of concentration of revenues.

• OXB has a Group CEO with strong

CDMO experience leading the change in

Group strategy.

• The transformation and integration

workstreams scheduled for completion

in 2024 were successfully finished and

handed over to business functions within

the year. The remaining workstreams are

progressing as planned and are on track

for completion by the end of 2025.

• The multi-site structure aligns commercial

and operational activities, with Site Heads

providing regular updates to the CET and

the Board.

• The Group has lentiviral vector

development and manufacturing

capabilities at its sites in the UK, the US

and France.

• A global CDMO sales and business

development function has been

established to align the sales pipeline

across all sites.

• The Group engages with multiple clients

to build a diversified client portfolio to

reduce reliance on any single project.

• A close relationship is maintained

with its clients via steering group

meetings that look at candidate selection

and progression.

Unchanged

Rapid technical change The cell and gene therapy

sector is characterised by

rapidly changing technologies and

significant competition. Advances in

other technologies in the sector

could undermine the Group's

commercial prospects.

• The Group looks to mitigate this risk

through active horizon scanning to

identify the competition and technology

advances in the sector.

• The STAC (replaced by ITEB in January

2025) reviews and assesses technical and

process developments in the field of cell

and gene therapy.

• The Group looks to develop either

in-house or via in-licensing new

technologies for the Group's platform.

• An internal governance framework has

been implemented to ensure rapid

identification and execution of innovation

projects with the goal of developing

best in class platforms offering tangible

benefits to the clients and the ability

to differentiate.

Unchanged

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

Strategic reportCorporate GovernanceFinancial statementsOther information

Risk category and principal risk Context and potential impact Mitigation actions

Trend versus

prior year

Vector strategy The Group has historically been

dependent on lentiviral vector

partnerships for revenue and the

move into new viral vector sectors,

such as AAV, MVA etc. carries

significant risk to the Group.

• The Group is mitigating this risk by

diversifying its client portfolio with a

vector agnostic approach, across all key

viral vectors.

• The commercial teams across the sites

have been consolidated, aligning the use

of the OXB brand to leverage the OXB

reputation in lentiviral vectors to grow the

AAV franchise and expand the growing

business pipeline to spread the risk.

• The Group has appointed sector

experienced Site Heads to manage the

operations in the UK, the US and France.

The Site Heads regularly report to the CET

and the Board.

Unchanged

SUPPLY CHAIN AND BUSINESS EXECUTION RISKS

Third party suppliers and

supply chain

The Group relies on third parties,

sometimes sole suppliers, for the

supply of raw materials and

certain out-sourced services. If

such suppliers are unable to

successfully meet their supply chain

commitments to the Group, it could

harm the Group's business.

• The Group mitigates the supply chain

risks, across all sites, by sourcing from

multiple suppliers, to the extent possible

and regularly evaluating the correct

inventory levels of critical material supplies

through strategic inventory reviews.

• The Group has asked key suppliers to hold

stocks in local warehouses to cover any

immediate supply issues.

• The Group's 45,000 square feet

Wallingford warehouse enables the Group

to hold an appropriate amount of ambient

stock to cover upcoming production.

Unchanged

Manufacturing failure The Group generates significant

revenue from third-party

manufacturing, a complex process

where batch failures can impact

revenue. Compliance with regulatory

and client standards is essential and

any failure to meet the requirements

could lead to potential revenue loss

and significant delays.

• The Group mitigates the risk of failing

to meet required specifications and

failing regulatory inspections by investing

in high-quality state-of-the-art facilities,

equipment and personnel.

• The Group's Quality management systems

are focused on ensuring quality control

and assurance across the entire value

chain: from the raw materials to the

finished goods.

• By adopting a platform approach, OXB

helps its clients to standardise the

manufacturing process and the output.

The innovative platforms also enable

clients to consistently achieve high titres

and yields.

• To address variability in the quality of

critical raw materials, the Group engages

closely with key suppliers and evaluates

alternative suppliers.

Unchanged

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

62 Principal risks, uncertainties and risk management

framework (Continued)

Risk category and principal risk Context and potential impact Mitigation actions

Trend versus

prior year

Failure in information

technology or cyber security

Cyber-attacks that threaten the

security of the Group's IT systems

and data are an ongoing risk.

These attacks and any subsequent

disruption, such as data breaches

or legal and regulatory non-

compliance, could negatively impact

its financial performance and

operations, competitive advantage

and reputation.

• The Group has implemented enterprise-

wide policies, processes and procedures.

• The Group works holistically, across all

sites, to ensure monitoring and protection

is in place to provide detection of and

defence against, hostile activity.

• The Group has taken steps to mitigate the

impact of a cyber-attack by developing

and testing recovery plans.

• The Group performs independent

external testing to ensure the continued

effectiveness of its cyber security controls.

• The Global Cyber Lead oversees the

Group’s Cyber security risks and strategy

in partnership with the Vice-President,

Information Systems.

• The Board is presented with an annual

Cyber Security Review and receives

regular interim updates.

• Regular updates are also provided to the

Audit Committee on a quarterly basis,

with more frequent updates provided to

the CET.

This risk continues

to increase as

threats from cyber

security become

more sophisticated.

Failure to attract, develop,

engage and retain a diverse,

talented and capable workforce

The Group depends on recruiting

and retaining highly skilled

employees to deliver its objectives

and meet its client needs.

The market for such employees

is increasingly competitive and

failure to recruit or to retain

employees with required skills and

experience could adversely affect the

Group's performance.

• The Group has put in place a range of

strategies to drive employee engagement

and retention. In 2024 this has included a

focus on the Group’s vision and purpose

with a range of activities to share patient

stories and creation of new Group values

and behaviours to unite the Group’s

global employees and provide a sense of

meaning and connection.

• The Group has enhanced employee

communication by increasing the

frequency and variety of engagement

ensuring continuous two-way feedback,

through global townhalls and direct "Meet

the Management" sessions.

• Two employee engagement surveys were

also conducted during the year to inform

the future direction of the employee

communication strategy.

• The Group rolled out development

programmes for senior leaders to

ensure a consistent and high level of

people management.

• Further details on engagement with

employees can be found in the OXB's

stakeholders section on pages 27-33.

This risk has

reduced due to a

general downturn

in the recruitment

market, but the

threat of highly

skilled employees

joiningcompetitors

remains a concern.

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

Strategic reportCorporate GovernanceFinancial statementsOther information

Risk category and principal risk Context and potential impact Mitigation actions

Trend versus

prior year

LEGAL, REGULATORY AND COMPLIANCE RISKS

Adverse outcome

of litigation and/or

governmental investigations

The Group's business operations are

subject to a wide range of laws,

rules and regulations across the UK,

the US and the EU. Any failure

to comply with these laws, rules

and regulations may result in the

Group being investigated by relevant

government agencies and authorities

and/or in legal proceedings being

filed against the Group.

• The Group has implemented a robust

compliance framework and rolled out

various global policies, cultivating a strong

compliance-focused culture among

its employees.

• The Group uses professional advisers

to provide appropriate guidance and

advice tailored to the UK, the US and

the EU market's applicable laws and

regulations, to minimise any resulting risk

that may arise.

• The Group invests in high quality

facilities, equipment and employees

and, in particular, in quality

management processes.

Unchanged

ECONOMIC AND FINANCIAL RISKS

Foreign currency exposure and

loan facility

The Group's strategic shift towards

becoming a quality and innovation-

led pure-play CDMO across three

geographies exposes it to currency

fluctuations between the US Dollar,

Euro and Sterling.

The Group has increased its US

Dollar denominated revenues by

the UK business, heightening its

exposure to fluctuations in the

Sterling/US Dollar exchange rate.

Failure to comply with the terms of

the $50million loan agreement with

Oaktree loan could potentially place

the Group in default and may require

refinance or immediate repayment of

the loan.

• Following the Group's decision to become

vector agnostic across all manufacturing

sites, a higher proportion of income is

expected to be received in both US

Dollars and Euros, helping to mitigate

currency risk.

• Financial operations across the three

geographies are coordinated to offset

currency fluctuations and optimise

currency positions for the overall Group.

• The Group's cash balances are

predominantly held in Sterling, but the

Group also keeps US Dollar balances to

cover net US Dollar expenditure over a

forward-looking 12 month period.

• Compliance with the terms of the Oaktree

loan agreement is monitored by the legal

and the finance departments.

This risk continues

to increase due to

continued fluctuation

of Sterling versus

the US Dollar

and the Group's

increased activity in

Euro currency.

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

64 Principal risks, uncertainties and risk management

framework (Continued)

Risk category and principal risk Context and potential impact Mitigation actions

Trend versus

prior year

Geopolitical Risks

Geopolitical risks, including ongoing

instability in Ukraine and Middle

East, trade tensions, post-Brexit

regulations and changes in the US

government could impact OXB's

operations in the UK, the US

and France.

These factors could disrupt supply

chains, increase energy costs

and lead to regulatory changes,

impacting profitability and growth.

The Group may face challenges

in passing on price increases to

clients and securing energy and

raw materials, while policy shifts in

the US could further affect trade

and regulatory conditions, adding

operational risk.

• The Group mitigates geopolitical risks

by securing long-term fixed contracts

for energy supplies to minimise energy

cost fluctuations.

• The Group closely monitors client services

to manage and reduce the impact

of inflationary cost increases wherever

possible, ensuring that price adjustments

are handled effectively.

• The CET is closely monitoring the

changes in the US trade policy

and appropriate measures will be

implemented, if required.

The risk continues

to increase due

to uncertainty

around geopolitical

tensions and evolving

policy changes.

OXB faces an emerging risk from US tariffs imposed on 2 April 2025, which could raise costs for imported raw materials, lab equipment and specialised supplies required for operations.

These tariffs may disrupt the supply chain and increase production costs for both OXB US and global operations. Additionally, higher export costs could make OXB less competitive in

international markets, and potential retaliatory tariffs could affect cross-border partnerships. Currency fluctuations and inflationary pressures may also impose challenges onfinancial

planning. OXB is closely monitoring these risks, especially in the US market and considering strategies to mitigate the potential impacts.

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

Strategic reportCorporate GovernanceFinancial statementsOther information

Risk Management Framework

OXB firmly believes that embedding a robust risk management framework across all sites is crucial to ensuring the continued

success and sustainability of the organisation. The Group has an established risk management framework focused on risk

identification, assessment and evaluation, with specific risks addressed using tailored mitigation strategies.

The Group’s risk management framework, outlined below, identifies and assesses risks and appropriate mitigation strategies,

ensuring that emerging risks and operational challenges are effectively captured and addressed. Through horizon scanning,

emerging risks are identified and subsequently documented in a risk register that captures both operational and strategic risks

along with their corresponding mitigation actions. These risks are then consolidated into a Group risk register that undergoes

review by the ESGR Committee before being presented to the CET. The CET bears responsibility for monitoring the effectiveness of

these processes. To ensure proper governance, the ESGR Committee provides the Board with a comprehensive risk report as part of

its Board materials at each of its formal meetings.

for UK

for US

for France

Board of Directors and the Audit Committee

The Board has the overall responsibility for the risk management, determining the Group’s risk appetite and tolerance and for

ensuring that the risk considerations are integrated into business planning and strategic decisions. It is also responsible for holding

the CET accountable for identifying and managing risks within the established framework and for the maintenance of a sound

system of internal controls. The Audit Committee monitors the risk management processes and their implementation as well as

reviewing the Group's internal financial controls and internal control systems.

The CET

The CET meets on a bi-weekly basis, with the Site Heads joining every other CET meeting. The CET also meets with the Chair of the

ESGR Committee to review the operational risk management processes and evaluate identified risks.

Environmental, Social, Governance and Risk Committee (ESGR Committee)

In 2024, the ESGR Committee was established to replace the Risk Management Committee, ESG Committee and Health & Safety

Committee and thereby formalising the integration of ESG into the Group's risk management framework. The ESGR Committee

is responsible for setting the tone for risk management across the Group, ensuring that strategic risks including ESG risks and

opportunities are identified, addressed and aligned with the Group’s objectives. It provides oversight, guidance and accountability at

the highest level to safeguard the Group’s long term success. The ESGR Committee ensures that the risks identified at the site-level

are integrated into the Group risk register, if significant and that mitigation strategies are aligned with global objectives.

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

66 Principal risks, uncertainties and risk management

ramework (Continued)

The ESGR Committee’s composition ensures a multidisciplinary approach to risk and governance, including:

• Chief Operating Officer acting as Chair.

• Site Head of UK Operations, Site Head of US Operations and Site Head of France Operations.

• The Deputy Company Secretary.

• The Director of Financial Controls.

• Ad hoc technical advisory experts as needed.

Site ESGR Committees

Site ESGR Committees were established in 2024 at all sites, ensuring that local insights inform global risk management strategies.

Each Site ESGR Committee is chair

ed by the Site Head of respective Operations and comprises local ESG representatives, a

designated local risk representative and Heads of operational departments.

The Site ESGR Committees are responsible for addressing site-specific risks, managing local ESG aspects, driving the

implementa

tion of site-specific initiatives, ensuring alignment with the broader ESG strategy and targets set by the Group.

Other Key Management Sub-Committees

The Group operates additional management sub-committees, listed below, which convene regularly. Risk management is a primary

ocus for each of these management sub-committees, ensuring that risks are proactively identified, assessed and addressed as part

of the Group's operational and strategic decision-making. These sub-committees are instrumental in embedding risk awareness

throughout the organisation, monitoring emerging risks and implementing appropriate mitigation measures to enhance the Group's

resilience and support its long term objectives.

The management sub-committees are as follows:

• Global Technical and Innovation Committee (GTIC).

• Intellectual Property Management Committee (IPMC).

• Quality management Review Committee (QMRC)

• Workforce Engagement Panel (WEP).

• Science and Technology Advisory Committee (STAC) (replaced by Innovation and Technology Excellence Board (ITEB) in

January 2025).

Further details on these management sub-committees can be found in the section titled Corporate Governance Framework on

page 71.

Standard Operating Procedures (SOPs)

All areas of the business operate under well-established SOPs, which are essential for mitigating the risks inherent in the Group’s

business operations. Where applicable, SOPs are required for compliance with Good Manufacturing Practice (GMP), Good Clinical

Practice (GCP) and Good Laboratory Practice (GLP). Any deviations from these SOPs are identified and investigated. Compliance

with these SOPs is routinely audited by relevant regulatory bodies and business partners. Other SOPs, such as those governing

inancial processes, are also subject to audits.

The strategic report on pages 1-66 was approved by the the Board on 9 April 2025 and signed on its behalf by:

Dr. Frank Mathias

CEO

9 April 2025

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

Strategic reportCorporate GovernanceFinancial statementsOther information

CONTENTS

Corporate Governance

Board of Directors

Corporate Governance Report

Nomination Committee Report

Audit Committee Report

Directors' Remuneration Report

Directors' Report

110

Oxford Biomedica PLC | Annual Report and Accounts 2024 | Corporate Governance

Board of Directors

At the end of 2024 the

Board consisted of the

following Directors:

Dr. Roch Doliveux (1)

Chair

Dr. Roch Doliveux was appointed to the

Board as an Independent Non-Executive

Chair in June 2020. Dr. Doliveux is

currently Chair of the Board of Directors

at Pierre Fabre S.A. and Vice Chair of

Pierre Fabre Participations. He is also a

member of the Board of Chiesi Limited,

a private biopharma company. He was

previously the Chief Executive Officer

of UCB S.A. for ten years during which

time he transformed the company from

a diversified chemical group into a

global biopharmaceutical leader. He was

a member of the Board of UCB S.A.

from 2002–2015 and from 2017–2021.

In addition, Dr. Doliveux was a member

of the Board of Stryker from 2010–

2020 and Chair of the Compensation

Committee from 2016–2020. He also

chaired the Board of Vlerick Business

School from 2013–2017, the Board of

IMI, the largest healthcare public-private

partnership in the world from 2012–

2015 and GLG Institute from 2016–

2022. Prior to this, Dr. Doliveux worked

at Schering-Plough International, Inc.

from 1990–2003 and at Ciba-Geigy

AG (now Novartis) from 1982-1990. Dr.

Doliveux is a Veterinary Surgeon by

training and has an MBA from INSEAD.

Committee membership:

Nomination Committee (Chair).

Remuneration Committee.

Relevant skills:

Corporate strategy.

Corporate governance.

Investor relations.

Dr. Frank Mathias (2)

Chief Executive Officer

Dr. Frank Mathias joined the Board as

Chief Executive Officer in March 2023.

Dr. Mathias was previously the CEO

of Rentschler Biopharma SE, which he

successfully developed into a leading

global, full-service CDMO. Prior to

Rentschler, Dr. Mathias was CEO of

Medigene AG, a publicly listed immuno-

oncology company focusing on the

development of T-cell-based cancer

therapies. He is currently the Chairman

of the Board of Directors of ArcticZymes

Technologies ASA, a supplier of best-

in-class enzyme technologies and

director of Seqens, a French private

CDMO. Over the course of his 30-

year career, Dr. Mathias has also

served in senior roles at leading global

pharmaceutical companies including

Amgen Deutschland GmbH, Servier

Deutschland GmbH and Hoechst AG

and in 2019 was awarded the title

of “EY Entrepreneur of the Year” in

Germany. Dr. Mathias is a pharmacist by

training and completed his Doctorate in

Pharmacy at Paris VI University.

Relevant skills:

Biotech and Pharma experience.

CDMO Industry experience.

CEO and global leadership.

Manufacturing/Supply Chain.

Stuart Henderson (3)

Vice Chair

Stuart Henderson was appointed to

the Board as an Independent Non-

Executive Director and Chair of the Audit

Committee in June 2016. He became

Deputy Chair and Senior Independent

Director in June 2020. In March 2023,

Mr. Henderson became Vice Chair when

the role of Deputy Chair and Senior

Independent Director was divided into

two roles. Mr. Henderson also acted as

the designated Director by the Board to

oversee engagement between the Board

and the workforce until 31 December

2024. Previously, Mr. Henderson was

a partner at Deloitte LLP where he

was Head of European Healthcare

and Life Sciences. Prior to this, he

was a Partner at Arthur Andersen. Mr.

Henderson has extensive audit and

transaction experience and has worked

with life sciences businesses for over 40

years. Mr. Henderson is a former Non-

Executive Director of the Babraham

Institute, Biocity Group Limited, Norwich

Research Partners LLP, OneNucleus

Limited (the Life Sciences trade body

for Cambridge and London) and Cell

Therapy Catapult Limited.

Committee membership:

Audit Committee (Chair).

Remuneration Committee.

Nomination Committee.

Relevant skills:

Audit.

Corporate governance.

Corporate finance.

Professor Dame Kay

Davies (4)

Senior Independent Director

Professor Dame Kay Davies was

appointed to the Board as an

Independent Non-Executive Director in

March 2021. In March 2023, Professor

Davies became Senior Independent

Director when the role of Deputy Chair

and Senior Independent Director was

divided into two roles. From 1 January

2025, Professor Davies became the

designated Director by the Board

to oversee engagement between the

Board and the workforce. Professor

Davies is a world-leading human

geneticist with a research focus on

the molecular analysis of neuromuscular

and neurological disease. She is

currently Dr. Lee’s Professor of Anatomy

Emeritus and Co-Director of MDUK

Oxford Neuromuscular Centre at the

University of Oxford. Professor Davies

also sits on the Board of UCB S.A. and

Thomas White Oxford Limited. She was

co-founder of Summit Therapeutics plc,

a spinout from her research activities.

Previously, Professor Davies was a

Director of The Biotech Growth Trust

plc. and a governor of the Wellcome

Trust in 2008, serving as Deputy Chair

between 2013 and 2017. Professor

Davies has a BA in Chemistry and

a D.Phil. in Biochemistry from the

University of Oxford.

Committee membership:

Remuneration Committee.

Nomination Committee.

Science and Technology Advisory

Committee (Chair).

Relevant skills:

Cell and gene therapy

industry experience.

Scientific advisory.

Dr. Lucinda (Lucy)

Crabtree (5)

Chief Financial Officer

Dr. Lucinda Crabtree joined the

Board as Chief Financial Officer in

September 2024. She was previously

Chief Financial Officer at MorphoSys

AG, where she led the finance team

across the US andGermanyuntil

the closing of the acquisition by

Novartis. Prior to MorphoSys, Dr.

Crabtree was Chief Financial Officer

at Autolus Therapeutics, a Nasdaq

listed clinical stage biopharmaceutical

company. Dr. Crabtree spent several

years as an investment professional

at institutions including Woodford

Investment Management, Panmure

Gordon, Goldman Sachs, J.P. Morgan

(originally Bear Stearns) and Jefferies

and also has experience as a

board observer at several private

healthcare companies. She holds a

first class Bachelor of Science degree

in Physiology and Pharmacology from

University College London and a

PhD in Pharmacology from University

College London.

Relevant skills:

Financial and business strategy.

Corporate Governance.

Cell and gene therapy

industry experience.

Laurence Espinasse (6)

Non-Executive Director

Laurence Espinasse was appointed to

the Board as a Non-Executive Director

in July 2024. She has more than

20 years of experience across the

legal and healthcare sectors, having

worked in corporate law, contract

law and compliance/risks. Prior to

her current role as General Counsel

and Compliance Officer at Institut

Mérieux, Ms. Espinasse held the role of

Partner and Head of the Business Law

Department at MDL Société d’Avocats,

as well as the role of Manager in the

Business Law Department at Ernst &

Young. She obtained her professional

lawyer's certificate from the École des

Avocats Centre Sud in Montpellier,

France and holds a postgraduate degree

in Tax and Corporate Law from the

University of Clermont-Ferrand, France.

Relevant skills:

CDMO Industry experience.

Cell and gene therapy

industry experience.

Corporate Governance.

The STAC (replaced by ITEB in January 2025) comprises of selected external scientific advisers, members of the CET and is chaired by Professor Dame Kay Davies.

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

Strategic reportCorporate GovernanceFinancial statementsOther information

Robert Ghenchev (7)

Non-Executive Director

Robert Ghenchev was appointed to the

Board as a Non-Executive Director in

June 2019. Mr. Ghenchev is currently

Head of Growth Equity at Novo

Holdings. Prior to joining Novo Holdings,

he was an investment banker at

Moelis & Company and Deutsche Bank

in London. Mr. Ghenchev has deep

corporate

finance experience advising

life science companies on a wide range

of issues. He holds a J.Hons. B.A.

degree in Finance and Economics from

McGill University and a M.Sc. degree in

Financial Economics from the University

of Oxford.

Relevant skills:

Corporate finance.

Investor relations.

Namrata Patel (8)

Independent Non-Executive Director

Namrata Patel was appointed to the

Board as an Independent Non-Executive

Director in April 2022. Ms. Patel has

extensive international experience in

manufacturing, contract manufacturer's

and end to end Supply Chain

management, as well as experience

in commercialised regulated industry.

She has held positions of increasing

seniority in major blue chip companies

including Coca Cola, W H Smith

Office

Supplies, Gillette, Procter & Gamble and

is currently working as Chief Supply

Chain Officer for Haleon plc. Ms.

Patel holds a Masters in Logistics and

Management from the Cranfield School

of Management and a BA Hons in Public

Administration from the University of

South Wales, Mid Glamorgan.

Committee Membership:

Audit Committee (ad hoc attendance on

ESG matters).

Relevant skills:

Sustainability.

Corporate finance.

Investor relations.

Dr. Heather Preston (9)

Independent Non-Executive Director

Dr. Heather Preston was appointed

to the Board as an Independent Non-

Executive Director in March 2018

and was appointed Chair of the

Remuneration Committee in June 2020.

Dr. Preston is also on the board of

Oxford Nanopore Technologies plc and

Aligos Therapeutics, a Nasdaq listed

company. She is also Non-Executive

Chair of Harness Therapeutics Limited,

a biotechnology company. In addition,

she is a Senior Adviser to TPG Biotech

and director of Azura Opthalmics and

Invenra. She has over 30 years of

experience in healthcare, as a scientist,

physician and management consultant

and she has been an investor in

life sciences and biotechnology for

more than 20 years. Over the course

of her career, Dr. Preston has also

served as a Director on the Boards of

Oxford Science Enterprises plc, Karuna

Pharmaceuticals and Akouos Inc. Dr.

Preston holds a degree in Medicine from

the University of Oxford.

Committee membership:

Remuneration Committee (Chair).

Audit Committee (joined the Committee

in June 2024).

Nomination Committee.

Science and Technology Advisory

Committee (until 31 December 2024).

Relevant skills:

Scientific advisory.

Corporate finance.

Investor relations.

Peter Soelkner (10)

Independent Non-Executive Director

Peter Soelkner was appointed to the

Board as a Non-Executive Director in

March 2024. Mr. Soelkner has more

than 30 years' experience in the

global pharmaceutical services industry

with significant CDMO expertise. He is

currently Managing Director of Vetter

Pharma, a global Aseptic Filling and

Packaging CDMO, where over the

past 15 years he has helped grow

revenues from $200million to more

than $1billion. In addition, he is also

a member of the Board of Coriolis

Pharma, a private company. Prior to

Vetter, Mr. Soelkner held various senior

positions at Sartorius including Vice

President of the Americas region where

he expanded the global footprint of the

business across the US and multiple

sectors. He has an MBA from Columbia

Business School, New York and Masters

in Chemical Engineering from TU

Dortmund University, Germany.

Committee membership:

Audit Committee (with effect from

September 2024).

Remuneration Committee (with effect

from 1 January 2025).

Nomination Committee (with effect

from 1 January 2025).

Relevant skills:

Corporate strategy.

Corporate Finance.

CDMO Industry experience.

On 1 January 2025, post

period-end, the Board was

delighted to announce the

appointment of Colin Bond to

the Board as an Independent

Non-Executive Director.

Colin Bond (11)

Independent Non-Executive Director

Colin Bond has a wealth of international

experience in the CDMO and biopharma

industries and was most recently Chief

Financial Officer of Sandoz listed on the

SIX Swiss Exchange, where he played

a key role in the company's successful

spin-off from Novartis. Prior to Sandoz,

Mr. Bond was Chief Financial Officer

of Vifor Pharma and Evotec. He also

served as Chair of the Audit Committee

for Siegfried AG, a leading CDMO

quoted on the SIX Swiss exchange

for ten years until May 2023. He

is currentlyNon-Executive Director

and Chair of the Audit Committee

ofBioPharma Credit plc, a company

listed on the London Stock Exchange,

a member of theSupervisory Board

ofFormyconAG and a Non-Executive

Director of Faron Pharmaceuticals Ltd,

an AIM Listed company. He is also a

Non-Executive director of two private

companies - Agomab Therapeutics NV

registered in Belgium and Medichem

S.A. registered in Spain. During his

early career, Mr. Bond worked as a

pharmacist, auditor and management

consultant for Procter & Gamble, Arthur

Andersen and PwC. Mr Bond is a

Fellow of the Institute of Chartered

Accountants in England and Wales and

a Member of the Royal Pharmaceutical

Society of Great Britain.Heholds a BSc

in Pharmacy from Aston University and

an MBA from London Business School.

Committee membership:

Audit Committee.

Relevant skills:

Corporate finance and M&A.

CDMO and healthcare sector expertise.

Corporate governance and

risk management.

Dr. Michael Hayden

Dr. Michael Hayden stepped down from

the Board on 24 June 2024.

Catherine Moukheibir

Catherine Moukheibir stepped down

from the Board on 24 June 2024.

Leone Patterson

Leone Patterson stepped down from the

Board on 31 December 2024.

The STAC (replaced by ITEB in January 2025) comprises of selected external scientific advisers, members of the CET and is chaired by Professor Dame Kay Davies.

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

Corporate Governance Report

Dear Shareholder

I am pleased to present OXB’s Corporate Governance Report

for 2024.

Corporate Governance continues to be an important area of

focus for the Board. The Board believes that good Corporate

Governance is essential for the long term success of the

business and this is ultimately the responsibility of the Board

and its Committees. The Board is delighted to report that

during 2024, OXB was in full compliance with the UK Corporate

Governance Code 2018 and good progress was made to comply

with all the provisions of UK Corporate Governance Code 2024

which came into effect on 1 January 2025. The Board is working

closely with the management to stay informed about the

progress being made on changes to compliance with provision

29 of the UK Corporate Governance Code 2024 which comes

into effect on 1 January 2026.

2024 was a pivotal year for OXB as we executed our "One OXB"

strategy establishing a comprehensive multi-vector, multi-site

network across the UK, the US and the EU. Market demand

for OXB’s specialised services and expertise accelerated, driven

by a well-balanced portfolio of client programmes spanning

all stages of development. With our state-of-the-art facilities,

multi-vector platforms and global manufacturing network, OXB

is ideally positioned to meet the demands of this rapidly

expanding market. Throughout the year, we made key strategic

decisions, all aligned with our vision to transform lives through

cell and gene therapy. We also continued to advance our

cutting-edge vector platforms and technologies, focusing on

client-centric innovation to ensure our developments directly

address our clients' needs while ultimately benefiting patients.

As we look ahead to 2025 and beyond, the Board and I

are confident in our position as a pure-play cell and gene

therapy CDMO.

I would like to recognise the role that all the Directors play

in carrying out their responsibilities as members of our Board

and its Committees. I am particularly grateful to the chairs of

the Committees for the diligent and committed way in which

they carry out their duties, especially Stuart Henderson who, in

addition to his important role as Chair of the Audit Committee,

performs the role of our Vice chair and fulfilled the position

of designated Board representative for WEP until 31 December

2024. I would also like to congratulate Dr. Heather Preston

for all her efforts in leading engagement with shareholders in

connection with the renewal of the 2024 Remuneration Policy.

I want to express my gratitude to the Nomination Committee for

their outstanding efforts in strengthening the CDMO expertise

on the Board and advancing its succession planning. During

2024, the Board was strengthened by the appointment of Peter

Soelkner as an independent Non-Executive Director (March

2024), Laurence Espinasse as a Non-Executive Director to

represent the interests of Institut Mérieux (July 2024), Dr.

Lucinda Crabtree as the new Chief Financial Officer (September

2024) and Colin Bond as an independent Non-Executive

Director (1 January 2025). In parallel, Catherine Moukheibir

and Dr. Michael Hayden both volunteered not to stand for

re-election at the 2024 AGM given that their strengths lie

more in therapeutics rather than CDMO. Stuart Paynter stepped

down from his role as Chief Financial Officer in September

2024 and Leone Patterson stepped down as an independent

Non-Executive Director on 31 December 2024. After nine

years of service as an Independent Non-Executive Director,

Audit Committee Chair and most recently Vice Chair, Stuart

Henderson has informed the Board that he intends to retire from

the Board. As such, Mr. Henderson will not seek re-election at

the 2025 AGM. Colin Bond will succeed Mr. Henderson as Audit

Committee Chair.

At the end of 2024, the Board comprised 54.55% women,

meeting the recommended target set in the Listing Rules.

Furthermore, we can confirm that, during the year, the Company

met the recommendations of the Parker Review on Ethnic

Diversity for the Board and the recommended targets of the

Listing Rules with regard to ethnic diversity in boardrooms (see

page 78 for further information).

The Audit Committee has a key role in monitoring the integrity

of our financial reporting and management of risk. Cyber risk,

cyber security and compliance with UK Corporate Governance

Code 2024 have been and continue to be, a particular focus of

their activity in recent years.

A particular responsibility of the Remuneration Committee in

2024 was to review and update our Remuneration Policy and

share plans and the Board was delighted to see the strong

support at the AGM.

The Board was very pleased to engage more fully with the

Company's shareholders in 2024. We held our AGM at our

Oxford site in June 2024, encouraging shareholders to attend

in person and have face-to-face engagement. The shareholders

were also encouraged to submit questions to the Board in

advance by post or email. Questions and responses were made

available on our website. The Board is looking forward to more

in person engagement with shareholders, employees and other

stakeholders during 2025, including inviting shareholders to

attend the AGM in person again this year.

In October 2024, Beyond Governance performed an external

evaluation of the Board's performance covering the period

from January 2024 to the fourth quarter of 2024. The external

evaluator was selected through a tendering process, with

proposals reviewed by the Nomination Committee. The chosen

evaluator was then invited to present to the Nomination

Committee. The review process involved completing an

anonymised questionnaire covering various aspects of the

Board's activities and its Committees, followed by interviews

with each Director and the Company Secretary. The findings

were presented and discussed at the Nomination Committee

meeting in January 2025 and the Board intends to implement

relevant changes based on the report's outcomes.

Effective governance is the foundation of any successful

organisation and I am excited to continue my role in ensuring

that OXB's future growth and opportunities are supported and

driven by strong governance, guided by a skilled and diverse

Board of Directors. The following pages set out in more

detail the activities and major matters considered by the Board

in 2024.

Dr. Roch Doliveux

Chair

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

Strategic reportCorporate GovernanceFinancial statementsOther information

Corporate Governance Framework

During 2024, the corporate governance framework comprised the Board, its Committees, the CET and the respective global

sub-committees as set out below:

Post period-end, the STAC was replaced by ITEB in January 2025.

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

72 Corporate Governance Report (Continued)

The Board

The Board is collectively responsible for promoting the success of the Group by directing and supervising the Group's activities

to create shareholder value. In doing so, it ensures that there are robust corporate governance and risk management processes

in place. The Board comprises both Non-Executive and Executive Directors and provides the forum for external and independent

review and challenge to the executive management. Following Board changes during 2024, the Board comprised nine Non-

Executive Directors and two Executive Directors at year end.

The Board's powers and responsibilities are set out in the Company's articles of association and it maintains and periodically reviews

a formal schedule of matters reserved for the Board's approval which is available on the website www.oxb.com. Matters that have

not been expressly reserved to the Board are delegated to the Chief Executive Officer or one of the three Board Committees as

illustrated above.

The Board also takes a close interest in Innovation, Quality, Health and Safety, ESG and Risk Management. Each of these areas

prepare reports for the Board ahead of each Board meeting.

The Chair sets the agenda for the Board meeting in consultation with the Chief Executive Officer and the Company Secretary.

Board papers, covering the agenda and taking into account items relating to the Board's responsibilities under s172 of the

Companies Act 2006, are circulated several days ahead of each meeting. Regular Board papers during 2024 covered reports

from the Chief Financial Officer on Finance and Investor Relations; the Chief Operating Officer on Health and Safety, ESG and risk

management; the Chief Business Officer on Commercial CDMO activities; the Chief Innovation Officer on new technologies and

the innovation roadmap; the Chief People Officer on Human Resources; the Site Heads on the Site Operations; local Heads of

Quality on Quality and the Vice-President of Information Systems on cyber security and digital strategy.

Board Committees

Certain responsibilities are delegated to three Board Committees – the Audit, Nomination and Remuneration Committees. These

Committees operate under clearly defined terms of reference, which are disclosed on the Group's website (www.oxb.com).

In addition, the Company has an advisory committee, the STAC (replaced by ITEB in January 2025) which comprises selected

external scientific advisers, members of the CET and the Board and meets as required to provide an external independent review

of internal platform technologies and innovation activities and external opportunities to the Board. During 2024, the STAC was

chaired by Professor Dame Kay Davies and had clearly defined terms of reference, which were disclosed on the Group's website

(www.oxb.com). The ITEB (which replaced the STAC in January 2025) is chaired by Professor Dame Kay Davies and has clearly

defined terms of reference, which are also disclosed on the Group's website (www.oxb.com). Members of the STAC (replaced by

ITEB) are appointed following consultation with the CET, the Board and external experts in the relevant field.

The Group has an established WEP comprising employees from all levels and functions across the Group. Further information

regarding the WEP can be found in the OXB Stakeholders section on pages 27-33 and Nomination Committee report on page 78.

Reports from the Audit and Nomination Committees are included in this section and the Directors’ Remuneration Report can be

found on pages 87-109 incorporating the Remuneration Committee Report.

The CET and its sub-committees

The CET is responsible for the global management of the Group. The CET comprises the Executive Directors, Thierry Cournez

(Chief Operating Officer), Lisa Doman (Chief People Officer), Dr. Kyriacos Mitrophanous (Chief Innovation Officer), Dr. Sébastien

Ribault (Chief Business Officer), Dr. Sabine Sydow (Chief of Staff) and Natalie Walter (Group General Counsel and Company

Secretary). The CET focuses on overall global governance (including ESG and risk management), Group culture and management,

strategic direction and financial performance, including regular measurement of the Group's objectives and KPI’s. The CET meets

on a bi-weekly basis, with the Site Heads joining every other CET meeting. Operations are covered by the respective Site Leadership

Teams (SLTs) in Bedford, MA, US, Lyon and Strasbourg, France and Oxford, UK.

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

Strategic reportCorporate GovernanceFinancial statementsOther information

There are four CET sub-committees covering the major business operational areas. These sub-committees meet on a regular basis

and are attended by certain CET members and other relevant senior managers from the business. The CET sub-committees are:

• Environment, Social, Governance and Risk Committee (ESGRC) – this new sub-committee combines ESG and Risk Management

Committees comprising senior managers from all parts of the business across all OXB sites.

In 2024, OXB undertook significant steps to establish a robust and aligned ESGR governance structure. Central to this effort

was a dedicated ESGR workshop, designed to align the Site ESGR Committees with the Group's organisational strategy. The

workshop brought together key representatives from the UK, the US and France to:

◦ Assign individuals to oversee Environment, Social, Governance and Risk aspects within the Site ESGR Committees.

◦ Define the purpose and scope of the Site ESGR Committees.

◦ Align on 2025 objectives and identify priority workstreams for each region.

• Global Technical and Innovation Committee (GTIC) – this sub-committee is authorised by the CET to review all technical and

innovation activities associated with the Group’s capabilities, platform technologies and technical innovations across all OXB

sites. It is the primary forum for discussing new projects related to the technology / innovation roadmap and making strategic

and budgetary decisions on the best uses of OXB resources.

• Intellectual Property Management Committee (IPMC) – this sub-committee comprises senior members of technical and IP

teams and is responsible for ensuring the protection of Intellectual Property across all OXB sites.

• Quality Management Review Committee (QMRC) – this sub-committee provides global oversight in relation to quality and

compliance across all OXB sites and is supported by more frequent location/site-specific quality forums where each of the sites

review quality related KPIs, compliance, etc. to evaluate the overall health of the Quality Management System at the site-level.

Within their area of responsibility these sub-committees set objectives and targets, monitor performance against KPI’s, ensure

compliance with GxP and other relevant requirements and monitor expenditure against budget and risk management. Important

matters arising from all of these sub-committees are referred to the CET.

Board meetings

The Board meets regularly, with meeting dates agreed for each year in advance. During 2024, there were six regular Board meetings

(on three occasions the meeting took place over two days). The attendance of individual Directors at Board and Committee

meetings was as follows:

Regular Board Meeting Audit Committee Remuneration Committee Nomination Committee

Possible Attended Possible Attended Possible Attended Possible Attended

Dr. Roch Doliveux 6 6 7 6 7 7

Dr. Frank Mathias 6 6

Stuart Henderson 6 6 4 4 7 7 7 7

Professor Dame Kay Davies 6 6 7 7 7 7

Stuart Paynter

4 4

Dr. Lucinda Crabtree

2 2

Laurence Espinasse

3 3

Robert Ghenchev 6 6

Dr. Michael Hayden

3 2

Catherine Moukheibir

3 3 1 1

Namrata Patel 6 6 2 2

Leone Patterson

6 6 4 4

Dr. Heather Preston 6 6 3

2 7 7 7 7

Peter Soelkner

5 5 2

Stuart Paynter stepped down from the Board in September 2024.

Dr. Lucinda Crabtree joined the Board in September 2024.

Laurence Espinasse joined the Board in July 2024.

Dr. Michael Hayden stepped down from the Board in June 2024.

Catherine Moukheibir stepped down from the Board in June 2024.

Leone Patterson stepped down from the Board in December 2024.

Dr. Heather Preston joined the Audit Committee in June 2024.

Peter Soelkner joined the Board in March 2024. He became member of the Audit Committee in September 2024 and Nomination Committee and Remuneration Committee on

1 January 2025.

In addition to the above regular meetings, the Board (or an appointed sub-committee of the Board) met on five other occasions to

consider specific ad hoc matters including, inter alia, the acquisition of ABL Europe SAS (OXB France), the 2023 financial statements,

the interim 2024 financial results, the subscription of shares by Institut Mérieux and a credit facility by Institut Mérieux.

The Chair holds meetings after each regular Board meeting with Non-Executive Directors, without the Executive Directors

in attendance.

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

74 Corporate Governance Report (Continued)

Board Independence

Dr. Roch Doliveux, Non-Executive Chair of the Board and Chair of Nomination Committee met the independence criteria

recommended by the UK Corporate Governance Code at the time of his appointment.

During 2024 and post year end, the following Directors were deemed to be independent:

• Stuart Henderson, Vice Chair of the Board, Chair of the Audit Committee and designated Board representative for WEP until

December 2024.

• Professor Dame Kay Davies, Senior Independent Director and Chair of the STAC (replaced by ITEB in January 2025).

• Catherine Moukheibir (stepped down from the Board in June 2024).

• Namrata Patel

• Leone Patterson (stepped down from the Board in December 2024).

• Dr. Heather Preston, Chair of the Remuneration Committee.

• Peter Soelkner (appointed in March 2024).

• Colin Bond (appointed in January 2025).

During 2024 and post year end, the following Directors were not deemed to be independent.

• Dr. Frank Mathias, Chief Executive Officer.

• Stuart Paynter, Chief Financial Officer (stepped down from the Board in September 2024).

• Dr. Lucinda Crabtree, Chief Financial Officer (appointed in September 2024).

• Laurence Espinasse, (appointed in July 2024). Ms. Espinasse is General Counsel and Compliance Officer at Institut Mérieux,

which is a 10.86% investor in the Group.

• Robert Ghenchev. Mr. Ghenchev is Managing Partner and Head of Growth Equity at Novo Holdings, which is a 11.37% investor in

the Group.

• Dr. Michael Hayden (stepped down from the Board in June 2024). Dr. Hayden was not considered to be independent, having

previously provided consultancy services to the Board.

Upon joining the Company, induction meetings are arranged with Executive Directors, CET members and Site Heads. In addition,

each Director is introduced to the Company’s corporate brokers and lawyers and provided with details of the duties and

responsibilities of a director of a Company listed on the Main Market of the London Stock Exchange, the Market Abuse Regulation,

Insider and PDMR dealing rules and the Bribery Act 2010, amongst other things.

All Directors of the Board and its Committees have access to advice and the services of the Company Secretary and to external

professional advisers as required. The appointment and removal of the Company Secretary is a matter for the Board as a whole

to consider.

Board activity during 2024

Board matters during 2024 included, amongst other things, consideration and approval of the following matters:

• Financial matters: including the 2024 financial budget, the 2024 corporate objectives, performance of 2023 corporate

objectives, the 2023 Annual report and accounts, the preliminary financial results announcement, the interim results

announcement, review of the basis for the Group's related going concern disclosures, feedback from investors, regular update

on KPIs, cash flow forecasts, the long range plan, change of corporate brokers, the impairment of OXB US, the valuation and

recapitalisation of OXB US, conversion of intercompany loan to OXB US Inc to equity, global delegation of authority across all

OXB sites, subscription of shares by Institut Mérieux, amendments to the Oaktree loan facility agreement, new credit facility with

Institut Mérieux and the review of the application of technical revenue recognition standards on new material contracts.

• Strategy: including implementation of the change in strategy to a pure-play CDMO and "One OXB" transformation, the

acquisition of ABL Europe SAS (OXB France) and new corporate branding.

• Operational matters: including regular operational updates from each of the sites in the UK, the US and the France, global

Health and Safety updates, ESGR updates and updates on regulatory inspections.

• Commercial matters: including regular discussions of the commercial pipeline and business development opportunities, updates

enabling lentiviral capabilities in the US and France.

• Innovation Update: including updates on various innovation projects to maintain leading competitive position.

• Geopolitical matters: including potential impact of UK and other elections, Biosecure Act and review of the

competitive landscape.

• Board governance: including the appointment and resignation of Directors and the completion of external evaluation on

Board effectiveness.

• Human Resources: including updates on launch of new Group values, regular updates on workforce engagement from the WEP

and review of employee retention statistics.

• ESG and Risk Management: regular reviews of the Group's ESG initiatives, risk management processes and global strategic risks.

• Board Committee matters: updates from the Chairs of the Audit Committee, Remuneration Committee, Nomination Committee

and STAC.

• Corporate housekeeping matters: including blocklisting applications, updates to authorised signatories, approval of Modern

Slavery statement, updates to Board Committee Terms of reference and matters reserved for the Board.

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

Strategic reportCorporate GovernanceFinancial statementsOther information

Re-election of Directors

In accordance with the articles of association and to ensure compliance with the UK Corporate Governance Code, all Directors are

subject to annual re-election.

In line with the UK Corporate Governance Code, Dr. Roch Doliveux, Dr. Frank Mathias, Professor Dame Kay Davies, Robert

Ghenchev, Namrata Patel, Dr. Heather Preston and Peter Soelkner will retire and be subject to re-election at the AGM in June

2025. Colin Bond, Dr. Lucinda Crabtree and Laurence Espinasse shall stand for appointment by the shareholders for the first time.

Mr. Henderson, having served on the Board for nine years as an Independent Non-Executive Director, Audit Committee Chair and

most recently Vice Chair, has informed the Board that he intends to retire and shall not be standing for re-election at the AGM in

June 2025.

Factoring stakeholder engagement into Board decisions

By thoroughly understanding the Group's key stakeholder groups, the Group can factor stakeholder needs and concerns into

Boardroom discussions (further information on the Group's stakeholders can be found on pages 27-33). A stakeholder mapping

was initiated during the year and it was concluded that the current stakeholders are correctly identified and remain relevant to

the business.

The Board considers the impact on all stakeholder groups when making material decisions. The stakeholder impact analysis assists

the Directors in performing their duties under s172 of the Companies Act 2006 and provides the Board with assurance that the

potential impacts on its stakeholders are being carefully considered by management when developing plans for Board approval.

The stakeholder impact analysis identifies:

• Potential benefits and areas of concern for each stakeholder group.

• The procedures and plans being implemented to mitigate against any areas of concern.

• Who is responsible for ensuring the mitigation plans are being effectively implemented.

By way of an example, the recently announced Group values and OXB branding illustrates how the Board considers all stakeholder

groups in making decisions in accordance with s172 of the Companies Act 2006. Further details of the Board's consideration of

how the new Group values and OXB branding may affect stakeholders can be found in the Stakeholder case study section on

pages 34-35.

Communication with shareholders

The Board recognises the importance of effective communication with shareholders and potential investors. The primary points

of contact during 2024 were the Chief Executive Officer and Chief Financial Officer. The Chair, Vice Chair, Senior Independent

Director and Chair of the Remuneration Committee are also available for meetings with investors, if required. Novo Holdings

(11.37% shareholder) continues to be represented on the Board by Robert Ghenchev, which ensured a clear channel of

communication with Novo Holdings during the year. Laurence Espinasse also joined the Board on 24 July 2024 to represent

the interests of Institut Mérieux (10.86% shareholder).

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

76 Corporate Governance Report (Continued)

The Group has engaged with shareholders and potential investors through the various channels below:

Meetings with existing shareholdersDr. Frank Mathias, Stuart Paynter (until 2 September 2024) and Dr. Lucinda Crabtree (from

2 September 2024) met with major shareholders during 2024.

Dr. Heather Preston as Chair of the Remuneration Committee also met with major shareholders in

connection with the finalisation of the new Directors' Remuneration Policy and new share plans for

approval by shareholders at the 2024 AGM.

2024 Annual General MeetingThe AGM was held on 24 June 2024 at the Oxford site.

Directors and Shareholders were invited to attend the AGM in person. The AGM lasted

approximately 60 minutes and included a Q&A session. Questions to the Group were able to be

submitted in advance of the meeting and answers to questions were posted on the Group's website

after the meeting closed .

Meetings with potential investorsDuring 2024, Stuart Paynter (until 2 September 2024) and Dr. Lucinda Crabtree (from 2 September

2024) made presentations and met potential investors on a one-to-one basis or virtually at

investor conferences in the UK and the US. In addition, Dr. Frank Mathias also met with a number

of investors throughout the year. The Group conducted investor roadshows periodically, which

provided further opportunities to meet potential investors.

Results announcements

and presentations

The Group announced its 2023 preliminary financial results in April 2024 and its 2024 interim

results in September 2024 through RNS announcements accompanied by analyst conference calls

which were accessible to all shareholders, with recordings and transcripts made available on the

Group's website.

2023 Annual reportThe Group published its 2023 Annual report and accounts in April 2024.

Website The Group's website https://www.oxb.com contains details of the Group's activities as well as

copies of regulatory announcements and press releases, copies of the Group's financial statements

and terms of reference for the Board Committees. Current and potential investors can subscribe to

an e-mail alert service, which provides notifications of announcements.

Investor relations The Group endeavours to respond to all enquiries from shareholders and potential investors

received through its enquiry inbox ir@oxb.com.

Social media The Group uses LinkedIn to alert followers to Company news flow.

Risk management

The Board is responsible for determining the nature and extent of the risks it is willing to take in achieving the objectives of

the Group. A risk report is provided ahead of every Board meeting. The Audit Committee monitors the conduct of the risk

management processes within the Group whilst the CET is accountable for those processes, identifying the risks facing the Group

and formulating risk mitigation plans. The active involvement of the Executive Directors and the CET in the management of the

sub-committees allows them to monitor and assess significant business, operational, financial, compliance and other risks. Further

details of the Group's risk management framework, together with the Group's identified principal risks, uncertainties and risk

management, can be found at pages 59-66.

The Board's assessment of the prospects of the Group, its expectation that the Group will be able to continue in operation and

meet its liabilities as they fall due and the viability statement, are set out in the Financial Review section on pages 16-25.

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

Strategic reportCorporate GovernanceFinancial statementsOther information

Nomination Committee Report

The Nomination Committee, which is chaired by Dr. Roch Doliveux, in his capacity as the Company's Chair, leads the process for

making appointments to the Board and succession planning and comprises Stuart Henderson, Dr. Heather Preston and Professor

Dame Kay Davies. Peter Soelkner became a member of the Nomination Committee on 1 January 2025. All Nomination Committee

members are independent Non-Executive Directors. The primary duties of the Nomination Committee are set out in its written

terms of reference, a copy of which is available on the Group's website at www.oxb.com.

The Nomination Committee ensures that the Board and its Committees have an appropriate balance of skills, experience and

diversity. A matrix that records the skills and experience of current Board members is one of the tools used by the Nomination

Committee in order to track skills and expertise. Director appointments are decided by the entire Board based on the Nomination

Committee's recommendations, taking into account the merits of the candidates and the relevance of their background and

experience, measured against objective criteria. Care is also taken to ensure that all Board members have enough time to devote to

the Board's business and all Board members must obtain prior approval for any additional Board roles.

The Nomination Committee met seven times in 2024 in order to review the succession plans for both the Board and its

Committees. The Nomination Committee also reviewed and discussed the results of an internal Board evaluation from 2023 and

prepared for the 2024 external Board evaluation.

In addition and in accordance with Provision 12 of the UK Corporate Governance Code, the Senior Independent Director, Professor

Dame Davies, met with the Non-Executive Directors without Chair to appraise the Chair's performance.

Board succession planning

In accordance with the UK Corporate Governance Code, a description of the responsibilities of the Chair, Vice Chair, CEO, Senior

Independent Director, the Board and its Committees is available on the Company's website at www.oxb.com. Each year the

Nomination Committee considers its terms of reference and recommends any changes it deems necessary or beneficial to the

Board. During 2024, the Board reviewed and updated the Nomination Committee terms of reference to bring it in line with the UK

Corporate Governance Code 2024.

As noted above, during the year the Nomination Committee reviewed the succession plans for both the Board including Chief

Financial Officer and that of its Committees, with external search consultancy, Spencer Stuart. The Group and the Board have no

connections with Spencer Stuart.

As part of the Board's internal Board evaluation and its succession planning in late 2023 following the Group's change in strategy

to become a pure-play CDMO, the Nomination Committee identified that while the Board was strong in finance, it lacked CEO

and CDMO experience. This lead to commencement of a search in January 2024, to specifically target candidates with CEO and

CDMO experience. In March 2024, the Board was delighted to announce the appointment of Peter Soelkner as an independent

Non-Executive Director. Mr. Soelkner is currently Managing Director of Vetter Pharma, a global Aseptic Filling and Packaging CDMO

and has more than 30 years’ experience in the global pharmaceutical services industry including significant CDMO expertise. In

parallel, Dr. Michael Hayden and Catherine Moukheibir informed the Board that they would not be standing for re-election at the

AGM in June 2024 given that their strengths lie more in therapeutics rather than in CDMO.

In May 2024, the Board directed Spencer Stuart to initiate the search for qualified candidates for the Chief Financial Officer position.

Dr. Lucinda Crabtree joined as the new Chief Financial Officer in September 2024. Dr. Crabtree brings a wealth of experience from

her roles as a CFO at Morphosys AG and Autolus Therapeutics plc and her time as a healthcare investor and equity research analyst.

Her experience will be invaluable as OXB grows its global position as a leading cell and gene therapy CDMO. In parallel, Stuart

Paynter stepped down from his role as Chief Financial Officer in September 2024. The Nomination Committee would like to thank

Mr. Paynter for his dedicated service to OXB. Since joining the Group nearly seven years ago, Mr. Paynter has been instrumental in

OXB's success including the recent transformation of its business model to a pure-play CDMO.

In July 2024, Laurence Espinasse joined the Board as a Non-Executive Director representing the interests of Institut Mérieux. Her

extensive legal experience will be a strong asset for the Group as OXB looks to build on significant commercial momentum and

capitalise on the fast growing cell and gene therapy sector.

In November 2024, the Board announced Colin Bond's appointment as an independent Non-Executive Director with effect from

1 January 2025. Mr. Bond is well regarded by the investment community and has overseen organisations that have undergone

significant growth and transformation. In parallel, it was announced that Leone Patterson would step down as Non-Executive

Director on 31 December 2024 in order to focus on her new responsibilities following her recent appointment as Chief Business

and Financial Officer of Zymeworks.

In April 2025, Stuart Henderson informed the Board that after nine years service he would be retiring from the Board at the AGM

in June 2025. Following discussion at the Nomination Committee and the Board level, it was agreed that Colin Bond shall succeed

Mr. Henderson as Audit Chair following the AGM in June 2025. The Board thanked Mr. Henderson for his valuable guidance and

contribution throughout his tenure.

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

78 Nomination Committee Report (Continued)

Board evaluation

The Board complies with the UK Corporate Governance Code guidance that a Board evaluation should be externally facilitated

at least every three years. During the year, the annual evaluation of the performance of the Board and that of its Committees

and individual Directors was undertaken. Quotations were obtained from specialist board evaluation firms and reviewed by the

Nomination Committee. The selected evaluator was subsequently invited to present to the Nomination Committee.

The 2024 evaluation was externally facilitated by Beyond Governance, a full service consultancy firm accredited by the Chartered

Governance Institute. Beyond Governance has no other commercial relationship with the Group or any individual Director. The

Board expects to commission the next externally facilitated review in 2027.

The effectiveness review was conducted through engagement sessions with Board members and the Company Secretary. As

part of the process, a review of a sample of board materials and governance documentation was completed. Participants were

provided with a short web-based questionnaire capturing the key aspects of the operations of the Board including: the Board's

role in strategy setting; Board composition and succession planning; engagement between the Board and the CET; governance

processes, meeting management and the quality of board reporting; shareholder and stakeholder engagement; and the role of the

Board Committees.

Beyond Governance prepared a report based on Board members’ responses to the questionnaire and interviews it carried out

with each Board member. The report was presented to the Nomination Committee in December 2024 and formed the basis

of an action plan presented to the Board to address the findings in January 2025. The action plan identified and addressed,

amongst other things, the need for focus on succession planning for the CET and the senior leaders of the Group, as well as

addressing engagement with the CET, governance, including reports to the Board from the CET and the Board Committees and the

introduction of the deep dives on various strategic topics.

The effectiveness review demonstrated that the Board is active and engaged in the operations of OXB. Whilst the review identified

some areas where there could be enhancements in the operations of the Board to support effective decision making, the Board

was judged to be highly functional and operating effectively.

As part of the Board effectiveness review, each Director's contribution to the work of the Board and personal development needs

were considered. Directors’ training needs are met by a combination of: internal and external speaker presentations and updates as

part of Board and Board Committee meetings; specific training sessions on particular topics, where required; and the opportunity

for Directors to attend external courses, should they wish to do so.

Workforce Engagement Panel (WEP) and Designated Non-Executive Director

In compliance with the UK Corporate Governance Code, the Group has an established WEP comprising employees from all levels

and functions across the Group. The purpose of the WEP is to enable employees to discuss issues of importance to them and

ensure that the Board and the CET hear the views of the workforce. Mr. Henderson was the designated Board representative to

oversee the engagement between the Board and the workforce until 31 December 2024. From 1 January 2025, Professor Dame

Davies has been nominated as the new designated Board representative. The WEP met eight times during 2024 and Mr. Henderson

and Professor Dame Davies both attended one of those meetings. In addition, the Chair and Deputy Chair of the WEP presented

to the Board on two occasions providing an update on the topics discussed by the WEP and enabling the Board to ask questions

regarding the wider workforce. Topics covered by the WEP during 2024 included the employee recognition programme, social

engagement and activities for employees and the design and launch of the new Group values. During 2024, a re-election of the

WEP was also concluded as the existing terms of appointment for members came to an end in March 2024.

More details on engagement with the WEP is included in the Director's Report on pages 110-114.

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

Strategic reportCorporate GovernanceFinancial statementsOther information

Diversity and Inclusion

The Group recognises the importance of diversity and is committed to encouraging inclusion, equality and diversity among its

workforce. The Group aims to create an inclusive working environment based on merit, fairness and respect to enable it to attract

and retain the most talented people from all backgrounds and cultures.

OXB UK has an Equal opportunities policy and Reasonable Adjustments Policy that underpins its aim of a truly inclusive culture

through holistic consideration of design where possible and, otherwise, through reasonable adjustments. Additionally, OXB UK

has an Occupational Health provider who can support with recommendations to ensure all employees can thrive during their

employment. OXB UK also offers an Employee Assistance Programme and Private Medical Health Insurance giving access to

relevant and appropriate services to support anyone living with a disability.

The Group is also working to achieve a diverse Board and its Committees and, just as importantly, diverse management and senior

leadership teams. Appointments to the Board and its Committees are based on merit, taking into account suitability for the role as

well as the composition and balance of the Board and its Committees at the time, to ensure that the Board and its Committees has

the right mix of skills, experience, independence, knowledge and consideration of the Group's strategic objectives.

The Nomination Committee follows a formal and thorough appointment process, engaging most, if not all, Board members.

It makes recommendations based on the individual capabilities of candidates, considering the advantages of diversity, with no

limitations regarding age, gender, religion, or ethnic background, ensuring that the competencies of candidates will strengthen

the Board.

The Group supports the principles of the FTSE Women Leaders Review on gender balance in FTSE leadership. Until February 2024,

the Board comprised 45.45% women. After Peter Soelkner's appointment in March 2024, the proportion of women on the Board

decreased to 41.67%. Following the AGM in June 2024, when Catherine Moukheibir and Dr. Michael Hayden chose not to stand for

re-election, the ratio dropped to 40%. However, the ratio increased back to 45.45% when Laurence Espinasse joined the Board on

24 July 2024. After the CFO changes in September 2024, the ratio of women on the Board increased once again, reaching 54.55%.

Consequently, the Board was in compliance with both the recommendations of the FTSE Women Leaders Review and also the

recommended target set out in UK Listing Rule 6.6.6R(9)(a)(i) that the Board comprise 40% women throughout the year. The

Remuneration Committee comprised 50% women, the Nomination Committee comprised 50% women and the Audit Committee

comprised 50% women in 2024. In addition, both the Remuneration Committee and the STAC (replaced by ITEB) are chaired

by women.

The Group believes that members of the Board and the CET should collectively possess a diverse range of skills and expertise and

should come from a diverse range of ethnic and societal backgrounds. As at 31 December 2024, the CET excluding the Executive

Directors, totalled six, three of which were women. In the gender pay gap report for 2024 (for the full report see the Group's

website www.oxb.com), the population at the CET, Head of Department and senior managers level was made up of 59% females

and 41% males, thereby meeting the FTSE Women Leaders Review’s recommendation that 40% of senior leadership roles (defined

as the CET and their direct reports) be held by women at the end of 2024. Part of the Group's strategy will be to maintain and

improve on the targets, so that the objectives of the FTSE Women Leaders Review will continue to be met during 2025.

The Board is aware of the recommendations of the Parker Review on Ethnic Diversity (Parker Review). The Parker Review sets a

target for FTSE 250 companies to have at least one Board member from a minority ethnic background by 2024. In 2024, two

of the Group's Directors, Namrata Patel and Leone Patterson identified themselves as being from ethnic minority backgrounds

strengthening and diversifying the Board and aligning the Board's composition with both the recommendations of the Parker

Review and also the recommendation set out in UK Listing Rule 6.6.6R(9)(a)(iii) that at least one individual of the Board of Directors

be from a minority ethnic background.

As noted above, the Group met the recommendations set out in UK Listing Rule 6.6.6R(9) with regards to the representation of

female and minority ethnic groups on its Board throughout the year. Further to this, in line with the requirements of UK Listing Rule

6.6.6R(10) the Group has collated numerical data on the ethnic background and the gender identity or sex of the individuals on the

Board and the CET as at 31 December 2024, as set out in the following tables:

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

80 Nomination Committee Report (Continued)

Sex of Board and CET members as at 31 December 2024

Number of

Board members

Percentage of

the Board

Number of senior positions

on the Board (CEO, CFO, SID

and Chair)

Number in executive

management (excluding

Executive Directors)

Percentage of

executive

management

Men 5 45.45% 2 3 50%

Women 6 54.55% 2 3 50%

Not specified/

prefer not to say

- - - - -

Ethnic background of Board and CET members as at 31 December 2024

Number of

Board

members

Percentage of

the Board

Number of senior

positions on the

Board (CEO, CFO, SID

and Chair)

Number in

executive

management

Percentage of

executive

management

White British or other White

(including minority-white groups)

9 81.82% 4 8 100%

Mixed/Multiple Ethnic Groups 1 9.09% - - -

Asian/Asian British 1 9.09% - - -

Black/African/Caribbean/Black

British

- - - - -

Other ethnic group, including Arab - - - - -

Not specified/ prefer not to say - - - - -

The reference date used by the Group for the collection of the data set out above is the Group's year end (31 December).

The Group collects information on board diversity using the same fields and classifications as set out in the UK Listing Rules. The

data was collected in January 2025 and forms the basis of the disclosures made in this Annual report and accounts.

Compliance with the UK Corporate Governance Code

The Group considers that it was in full compliance with the terms of the UK Corporate Governance Code 2018 during 2024. The

Group has set out in this Corporate Governance Report how it has applied the principles of the UK Corporate Governance Code

and notes that it was in full compliance with the UK Corporate Governance Code.

Compliance with the Listing Rules (changed to UK Listing Rules from 29 July 2024)

The Group has set out in this Corporate Governance Report how it has complied with the UK Listing Rules.

Share capital

The information about the share capital required by Article 10 of the Takeover Directive is set out in the Directors’ Report on

page 111.

Dr. Roch Doliveux

Chair of the Nomination Committee

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

Strategic reportCorporate GovernanceFinancial statementsOther information

Audit Committee Report

Committee membership and attendance

During 2024, the Audit Committee comprised Stuart Henderson (Chair), Dr. Heather Preston (joined the Audit Committee in June

2024), Catherine Moukheibir (stepped down in June 2024), Peter Soelkner (joined the Audit Committee in September 2024) and

Leone Patterson (stepped down in December 2024). The Group complied with the recommendation set out in Provision 24 of

the UK Corporate Governance Code that the Audit Committee comprise at least three independent Non-Executive Directors.

Post-period end, Mr. Colin Bond - an independent Non-Executive Director - joined the Board and the Audit Committee on

1 January 2025, bringing extensive expertise in the CDMO and healthcare sectors, corporate finance, M&A, corporate governance

and risk management.

Mr. Henderson, as Chair, brings significant financial expertise, holding recent and relevant experience relating to external audit,

corporate governance and corporate finance. Following, Mr. Henderson's retirement from the Board at the AGM in June 2025,

Mr. Bond will assume the role of Audit Committee Chair. Mr. Bond also has significant financial expertise with recent and relevant

experience relating to external audit, corporate governance and corporate finance. With extensive backgrounds in life sciences and

biotechnology, Mr. Henderson, Dr. Preston, Ms. Patterson, Ms. Moukheibir, Mr. Soelkner and Mr. Bond all have or had the necessary

qualifications for serving on the Audit Committee. In addition, although not a member of the Audit Committee, Namrata Patel

attends the Audit Committee at least twice a year in her role as Non-Executive Director responsible for reviewing climate and

sustainability reporting. Further, to encourage effective communication between the Board and the Executive management, Dr.

Frank Mathias (Chief Executive Officer), Stuart Paynter (Chief Financial Officer until September 2024), Dr. Lucinda Crabtree (Chief

Financial Officer from September 2024), the Group Financial Controller and other members of management are invited to attend

the Audit Committee meetings as appropriate.

Each Audit Committee member's respective experience can be found in their biographies on the pages 68-69.

The Audit Committee held four meetings during the reporting period, with attendance information provided on page 73.

Roles and Responsibilities

The Audit Committee is responsible for carrying out the audit functions as required by DTR 7.1.3R and assists the Board in fulfilling

its oversight responsibilities in respect of the Group including reviewing and monitoring:

• The integrity of the financial and narrative statements and other financial information provided to shareholders.

• The internal controls and risk management for the Group.

• The external audit process and auditors.

• The processes for compliance with laws, regulations and ethical codes of practice.

The Audit Committee Terms of Reference, whichdescribe the roles and responsibilities of the AuditCommittee, can be found

on the website www.oxb.com. The Audit Committee discharged its dutiesunder its Terms of Reference and in line with theUK

Corporate Governance Code 2018 and Minimum Standard for Audit Committees and the External Audit issued by FRC, for the year.

Matters discussed at the Audit Committee meetings

The key items for review and approval during the year were as follows:

• FY23 Annual report and accounts and the preliminary financial results announcement. This included all the critical and material

accounting and estimation judgements likely to have a material impact on the financial statements, as well as going concern and

viability statements and sustainability reporting.

• Interim financial statements and press releases relating to trading updates.

• Group’s financing strategy to satisfy going concern requirements.

• Reports from the external auditors including a debrief on the 2023 audit process and discussion of the scope for the FY24 audit.

• Reports from the external auditors on recognised improvements to internal controls, discussion of significant risk areas of audit

focus including revenue streams, management override of controls, assessment of going concern, impairment of OXB US and

investments and intercompany loans, acquisition of ABL Europe SAS (OXB France), valuation and recapitalisation of OXB US and

assessment of impairment indicators.

• Review of the Institut Mérieux facility and Oaktree loan considerations.

• Updates on the ongoing internal controls improvements.

• The revenue recognition paper detailing the recognition methodology, uplift calculations and key judgments required. This

included analysis of contracts that involve procurement and storage services, as well as those in which the percentages of

completion applied to the relevant performance obligations differ from standard practices.

• Updates on insurance, tax and treasury strategy.

• Reports from the Vice President – Head of Quality on the Group’s quality initiatives, readiness for and results of regulator audits

and progress on transformation and integration.

• Composition of the Audit Committee and its Terms of reference.

• Annual Audit Committee cycle and schedules of matters to be discussed at meetings.

• Changes in the UK Corporate Governance Code in 2024 particularly provision 29 and the new EU Cybersecurity Directive.

• Updates on the global alignment of ethical and regulatory compliance policies, including the whistleblowing policy and the

Anti-Bribery and Anti-Corruption policy.

• Sustainability reporting, the ESG scorecard and discussion on the ESG pillars and decarbonisation goals.

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

82 Audit Committee Report (Continued)

In accordance with Provision 3 of the UK Corporate Governance Code, the Chair of the Audit Committee was and remains available

to discuss Audit Committee matters with shareholders throughout the year.

Financial Reporting

In relation to the financial statements, the Audit Committee ensures that the Group delivers accurate and timely financial results

that are compliant with relevant accounting standards and appropriately reflect critical judgements. This includes supporting the

Board in overseeing the quality and integrity of the Group's

financial reporting, accounting policies and practices. Additionally,

the Audit Committee monitors the Group's status as a going concern, as well as its long term prospects and viability. The Audit

Committee also ensures the appropriateness of a three-year period for assessing the Group's viability, taking into account the

dynamic and evolving environment in which the Group operates. Further details on the Going Concern and Viability Statement can

be found in Financial review section on pages 113-113.

The Audit Committee reviewed and recommended the approval of the 2023 preliminary financial results announcement, 2023

Annual report and accounts, the 2024 interim financial statements, 2024 preliminary financial results announcement and this

Annual report and accounts.

Financial Statements

As part of its review of the financial statements, the Audit Committee considered and challenged as appropriate, the accounting

policies and significant judgements and estimates underpinning the financial statements. Details regarding the significant financial

reporting matters and how they were addressed by the Audit Committee are set out later in this section of the Annual report

and accounts.

Key judgements and estimates considered within the financial statements

The key judgements and estimates considered in relation to the financial statements for the year ended 31 December 2024 are

set out in the following table. The key assumptions concerning the future and other key sources of estimation uncertainty at

the reporting date, that have a

significant risk of causing a material adjustment to the carrying amounts of assets and liabilities

within the next financial year, were considered by the Audit Committee. As part of these considerations, management provided the

Audit Committee with detailed updates on the nature, the rationale and the risk of mis-statement of these key accounting items,

estimates and judgements. The Audit Committee and the external auditor have discussed the significant issues at each of the Audit

Committee meetings, as noted on page 81.

Issue How the issue was addressed by the Audit Committee

Acquisition date of ABL Europe

SAS (OXB France)

The Audit Committee reviewed the substantive conditions outlined in the Sale and Purchase agreement to

determine the appropriate date on which the control transferred to OXB.

Contract revenues: identification

of performance obligations,

allocation of revenue and timing

of revenue recognition

The Audit Committee reviewed management's approach to the key areas of judgement within

the collaboration agreements entered into during the period and endorsed management's

judgements regarding:

• the identification of distinct performance obligations within each agreement.

• the fair value allocation of revenue to each performance obligation.

• the timing of revenue recognition based on the achievement of the relevant performance obligations.

The Audit Committee also acknowledged that, due to the diverse nature of these contracts, it is not feasible

to provide a quantitative analysis of the impact of applying different judgements.

Procurement and storage

services: revenue recognition

The Audit Committee reviewed and discussed the Group's approach to revenue recognition for agreements

involving the procurement and storage of key materials. Management explained that procurement and

storage are two distinct performance obligations. Revenue is recognised upon the transfer of control to

the client after procurement activities are completed and storage services are recognised over time. The

Audit Committee considered the Group's judgement that it acts as the principal in these transactions, noting

the Group’s responsibility for inventory management, assumption of risk before control is transferred and

negotiation of pricing with suppliers. After reviewing the Group’s rationale and the application of IFRS 15,

the Audit Committee acknowledged the appropriateness of the Group's conclusions and the timing of

revenue recognition.

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

Strategic reportCorporate GovernanceFinancial statementsOther information

Issue How the issue was addressed by the Audit Committee

Revenue recognition: The

allocation of the transaction price

to each performance obligation

based on its relative stand alone

selling price

The Audit Committee reviewed the Group's approach to estimating the standalone selling price for

performance obligations within client contracts, acknowledging the judgement required due to the absence

of readily available market prices. The review covered key areas, including technology licences, where the

standalone selling price is determined by referencing previously recognised client licences, market size

and other observable market inputs. For manufacturing batches, the Audit Committee evaluated how the

Group benchmarks standalone selling price against other client contract prices, ensuring relevant market

conditions were considered. The estimation of full-time equivalent (FTE) rates for process development

activities was also assessed, with a focus on consistency with other client contracts and alignment with

current market conditions. The Audit Committee concluded that the methodologies were appropriate,

consistently applied and provided sufficient support for revenue recognition in accordance with IFRS 15.

Percentage of completion of

manufacturing batch revenues

The Audit Committee considered management's policy on recognition of revenue of clinical / commercial

product based on the achievement of verifiable stages of the manufacturing process including contracts

in which the percentages of completion applied to the relevant performance obligations differed from

standard practices. The Audit Committee challenged management's judgement in terms of the assessment

of the correct stage of completion including the expected costs of completion for that specific

manufacturing batch and confirmed that the judgement continued to be appropriate.

Percentage of completion

of fixed price process

development revenues

The Audit Committee reviewed management's rationale supporting its estimation in terms of the

assessment of the correct percentage of completion for fixed price process development work packages.

The Audit Committee was satisfied with the judgement and estimates employed to recognise revenue and

the related contract asset.

Provision for out of specification

manufacturing batches

The Audit Committee challenged management on its policy on the estimation of manufactured product for

which revenue has previously been recognised and which may be reversed should the product go out of

specification during the remaining period over which the product is bioprocessed. Management explained

that the Group has looked at historical rates of out of specification batches across the last five years and

has applied the percentage of out of specification batches to total batches produced across the assessed

period to the revenue recognised on batches which have not yet completed the manufacturing process at

period end. The Audit Committee were satisfied that the Group makes appropriate specific provisions for

product batches.

Fair value assumptions on

acquisition of ABL Europe SAS

(OXB France)

The Audit Committee reviewed the methodology used to estimate the fair value of the Plant, Property

and Equipment.

Impairment assessment of OXB

US Cash Generating Unit (CGU)

The Audit Committee reviewed the impairment assessment of OXB US as a cash-generating unit following

a trigger event. The recoverable amount was determined using fair value less costs of disposal through a

discounted cash flow model based on a 10-year forecast and terminal value. Key assumptions included

34% revenue growth during the initial period, a 12.3% discount rate, operational and capital expenditure

forecasts, long-term US inflation rates and cash flow volatility. The Audit Committee concluded that the

methodology was appropriate and consistent with accounting standards.

Amortisation of intangibles assets

(developed technology)

The Audit Committee reviewed and deemed reasonable the 15-year useful life estimate for the technology

acquired with OXB US, based on expected obsolescence. They noted the impact of potential changes in

useful life on 2024 amortisation and concluded the estimates were aligned with accounting standards.

External Auditor

The Audit Committee is satisfied that the Group complies with the requirements of UK Corporate Governance Code, Financial

Reporting Council's Revised Ethical Standard 2019 and Financial Reporting Council's Audit Committee and the External Audit:

Minimum Standards 2023 as outlined below.

Audit tendering

The Audit Committee is primarily responsible for recommending the appointment or reappointment of the external auditor to the

Board, prior to shareholder approval at the AGM. When appropriate, the Audit Committee will lead the audit tender process, which

will occur at least once every 10 years. In addition, the Audit Committee's policy is to assess the need for a tender process every five

years, in line with the rotation of the Senior Statutory Auditor, unless a tender is conducted earlier.

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

84 Audit Committee Report (Continued)

The shareholders approved at the Company’s AGM on 24 June 2024, the re-appointment of PricewaterhouseCoopers LLP (PwC) as

the Group external auditor. This marks PwC's second year in this role.

Auditor objectivity and independence (includingnon‑audit fees)

The Audit Committee is satisfied that the current audit partner from PwC maintains independence from the Group. This conclusion

is based on an internal review of the firm's relationships and potential conflicts of interest. Furthermore, PwC provides formal

representations regarding its independence during the Audit Committee meetings it attends.

The Audit Committee oversees the approval process for all non-audit services provided by the external auditor, ensuring the

safeguarding of the auditor's objectivity and independence, in compliance with regulatory and ethical guidelines. Should PwC be

selected to provide non-audit services, this decision would be based on their demonstrated expertise and relevant experience,

ensuring they are an appropriate and cost-effective provider for the work. The Group’s policy on non-audit services is aligned with

the Financial Reporting Council's Revised Ethical Standard 2019, which prohibits the provision of certain non-audit services, such

as payroll services, by the external auditor and introduces a cap on non-audit fees. In accordance with this Standard, the Group

has set a cap on non-audit fees at 10% of the audit fees paid in the financial year. The Audit Committee regularly reviews audit and

non-audit fees paid to the external auditor.

Except for the fees paid for the auditors’ review of the Group's interim financial statements, no non-audit fees were received

by PwC in 2024. PwC received total fees of £1.2million (2023: £0.9million). Fees paid to PwC are set out in note 7 to the

financial statements.

Evaluation of the effectiveness and quality oftheexternal Auditor

The Audit Committee regularly reviews the role of the external auditor and the scope of its work, update reports and management

letter observations, as well as the effectiveness of the external auditor having regard to the Financial Reporting Council's Audit

Committee and the External Audit: Minimum Standards 2023.

The Audit Committee formally met with PwC at two of the four Audit Committee meetings during the year. In addition to these

formal meetings, the Chair of the Audit Committee met with the external auditors, during the year, to discuss specific items relevant

to the audit and financial statements, thus ensuring a continuous and ongoing dialogue is maintained.

The Audit Committee considers the effectiveness of the external auditor on an ongoing basis during the year, considering, among

other things, its independence, objectivity, appropriate mindset and professional scepticism, through its own observations and

interactions with the external auditor and having regard to the following:

• Experience and expertise of the external auditor in their direct communication with and support to, the Audit Committee.

• Content, quality of insights and value of their reports.

• Fulfilment of the agreed external audit plan.

• Robustness and perceptiveness of the external auditor in their handling of key accounting and audit judgements.

• The interaction between management and the external auditor, including ensuring that management dedicates sufficient time to

the audit process.

• Provision of non-audit services, as set out above.

• Other relevant UK professional and regulatory requirements.

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

Strategic reportCorporate GovernanceFinancial statementsOther information

Risk Management

On behalf of the Board, the Audit Committee oversees the risk management strategy and appetite, the appropriateness and

effectiveness of internal control processes and UK Corporate Governance Code compliance.

At least annually, the Audit Committee receives an update on the current principal risks, emerging risks and any significant

operational risks identified across the sites in the UK, the US and France, along with the corresponding mitigation measures

implemented by the Group. Further details of the Group's principal risks and the Audit Committees role relevant to it can be found

on pages 59-66.

Internal control

The Directors are responsible for the Group's system of internal controls and for reviewing its effectiveness. The system is designed

to manage, rather than eliminate, the risk of failure to achieve business objectives and can only provide reasonable and not absolute

assurance against material misstatement or loss.

The main features of the internal control process for the Group's financial reporting include:

• A detailed review process for the Annual report and accounts, involving members of the CET and the Board.

• Preparation of accounting papers for significant accounting and judgemental issues by the Financial Reporting Managers,

independently reviewed by the Group Financial Controller, Chief Financial Officer and the Audit Committee.

• Annual assessment of the financial fraud and misstatement risks, with an evaluation of controls to mitigate these risks to an

acceptable level.

• Preparation of detailed going concern and viability assessment papers, including cash flow forecasts, reviewed and approved by

the Chief Financial Officer and the Board.

• Organisation of the finance function to ensure that monthly management results and externally reported financial statements are

thoroughly reviewed by the Group Financial Controller, Head of Financial Planning and Analysis and the Chief Financial Officer.

• Performance of control procedures over revenues, journals and key statement of financial position accounts identified as having

the highest risk of misstatement.

• Clear separation of duties and authorisation limits within financial processes, including the approval of invoices, purchase orders,

payroll and disbursements.

• Utilisation of specialists and experts for technical accounting judgemental areas where in-house expertise is insufficient.

At least bi-annually, the Group Financial Controller and the Senior Manager of Financial Controls present to the Audit Committee

an update on control activity performed during the year, including financial, operational and compliance controls. The status of

outstanding external audit recommendations and internal financial control improvement activity was reviewed at the April 2024

and November 2024 Audit Committee meetings. Following its review, the Audit Committee concluded that the system of internal

control provides a reasonable basis for signing off the Annual report and accounts.

In addition to the formal Audit Committee updates, the Audit Committee Chair met with the Chief Financial Officer and Finance

Leadership Team at least twice during 2024 for more detailed review and conversation on the progress on internal control

improvements and key accounting estimates.

The Audit Committee supports the Board in discharging its responsibilities in relation to whistleblowing, ethical behaviour and the

prevention of bribery, fraud and adherence to modern slavery legislation.

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

86 Audit Committee Report (Continued)

Annual evaluation for an Internal audit function

The Group does not currently have an Internal Audit function; however, the Audit Committee reviews the need for such a function

on an annual basis. At present, the Audit Committee is satisfied that the Group is not positioned to support an Internal Audit

function. In the absence of this function, the Audit Committee receives regular updates from the Group Financial Controller or the

Senior Manager, Financial Controls regarding control activities conducted throughout the year, as outlined in the internal control

section above. Additionally, the Audit Committee receives regular updates from the Vice-President – Head of Quality on the

performance of the Group's quality and compliance systems and updates from the Global Cyber Lead on the Group's protections

against cyber security events.

Other governance matters

The Audit Committee considers its effectiveness on a stand-alone basis and as a detailed sub-set of the Board effectiveness review.

Further details on the external Board effectiveness review are included in the Nomination Committee Report on page 78.

Each year the Audit Committee considers its terms of reference and recommends any changes it deems necessary or beneficial to

the Board. During 2024, the Board reviewed and updated the Audit Committee terms of reference to bring it in line with the UK

Corporate Governance Code 2024.

Fair, balanced and understandable statement

The Audit Committee reviewed the Annual report and accounts in its entirety and concluded that the disclosures, along with the

processes and controls underpinning its preparation, were appropriate. The Audit Committee recommended to the Board that the

Annual report and accounts is fair, balanced and understandable, providing the necessary information to assess the Group's position

and performance, business model and strategy.

Stuart Henderson

Chair of the Audit Committee

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

Strategic reportCorporate GovernanceFinancial statementsOther information

Directors' Remuneration Report

Dear Shareholder

On behalf of the Board, I am pleased to present the Directors’ Remuneration Report for the year ended 31 December 2024.

During the early part of 2024, as Chair of the Remuneration Committee I engaged with shareholders in connection with the

finalisation of the new Directors' Remuneration Policy (2024 Policy) presented to shareholders at the 2024 AGM. That engagement

was positive, with shareholders recognising our commitment to aligning shareholder and Group interests and maintaining an open

dialogue with our shareholders, which we have continued into 2025 as we engaged on our approach to the implementation of the

2024 Policy this year. We were delighted to see that positive engagement reflected in the strong support at the 2024 AGM for our

executive remuneration and share plan arrangements, with the 2024 Policy and the 2023 Directors' Remuneration Report receiving

over 97% and 99% of votes in favour respectively.

This report, which is subject to an advisory shareholder vote at the 2025 AGM, explains the work of the Remuneration Committee,

how we have implemented our 2024 Policy and how we intend to apply it in 2025. The “Remuneration at a Glance” section later in

this report summarises the remuneration earned by our Executive Directors in 2024 and how we propose to implement the 2024

Policy in 2025.

For ease of reference, a summary of the key elements of the 2024 Policy is included later in this report. The full 2024 Policy as

approved at the AGM on 24 June 2024 is included in the Directors’ Remuneration Report for the year ended 31 December 2023,

which is available on the Group's website at www.oxb.com.

2024 remuneration decisions in the context of our business performance and outcomes for our key stakeholders

During 2024, we have continued to execute our multi-vector, multi-site “One OXB” strategy with integration across our global

network of sites advancing to plan and have successfully transformed into a pure-play CDMO. Our competitive advantage is

reflected in our strong financial performance, with further strong progress expected in 2025.

The Remuneration Committee has, as usual, considered executive remuneration in the light of the overall performance and the

outcomes for the wider workforce, our shareholders and other stakeholders by taking a fair, prudent and balanced approach to

remuneration. In 2024:

• Our revenue performance of £128.8million was in line with the guidance of £126million - £134million and represents an

increase of 44% over 2023 and organic growth of 81%.

• The contracted value of client orders during 2024 reached approximately £186million as at 31 December 2024, an increase of

approximately 35% compared to £138million in 2023.

• We have delivered an operating EBITDA profit in the second half of 2024 - given the strength of demand OXB is seeing, the

commercial momentum in the business and the successful execution of the “One OXB” strategy, we are confident of delivering

another year of strong progress on revenues and EBITDA in 2025.

• We closed 2024 with a strong balance sheet, with a gross cash position of £60.7million and revenue backlog of approximately

£150million, compared to £94million at the end of 2023.

• We continue to experience strong demand for CDMO services with consistently positive client conversion seen in both new

lentivirus and AAV orders as well as other viral vectors further strengthening the portfolio of client programmes across a diverse

client base.

• OXB France has been integrated into the business and investments in technical and operation hires have been made to support

increased client activity.

• OXB is committed to fostering a workplace where our team feels valued, supported and empowered and in early 2025 we were

delighted to be recognised by the Financial Times as one of the UK's Best Employers.

Further details of our operational highlights in 2024 are set out in the Financial Review section of this report.

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

88 Directors' Remuneration Report (Continued)

Executive Director Changes

In September 2024, we were thrilled to welcome Dr. Lucinda Crabtree as our new CFO. Dr. Crabtree’s remuneration package

was determined in line with the 2024 Policy. No “buy-out” awards were required and Dr. Crabtree was appointed on a salary of

£410,000 reflecting her experience as a CFO leading a finance team across the US and Germany as well as her extensive experience

from the investment and banking sectors.

We announced on 17 July 2024 that after almost seven years of service Stuart Paynter would step down as CFO and from the Board

on 2 September 2024. His remuneration earned to this date is set out in the single total figure of remuneration. All arrangements for

Stuart were in line with the 2024 Policy and standard practice, with further information set out later in this report.

2024 Executive Director remuneration and variable pay outcomes

As disclosed in the 2023 Directors’ Remuneration Report, Dr. Frank Mathias’ and Stuart Paynter’s salaries were not increased

for 2024.

The bonus for 2024 was based on a smaller number of quantitative and objective metrics aligned to OXB’s pillars for success, with

measures based on Financial, People, Commercial, Build "One OXB" and Delivery and Quality targets. Our overall performance in

the year resulted in the objectives for the 2024 annual bonus being achieved at 91% of target (68.25% of salary), reflecting our

successful transformation of the business into a pure-play CDMO, our "One OXB" strategy providing a multi-vector, multi-site

offering to our clients and our strong focus on client-centric excellence. In line with our commitment last year, we have adopted a

more granular approach to the disclosure of the bonus outturn, as set out later in this report.

Neither Dr. Frank Mathias nor Dr. Lucinda Crabtree held an LTIP award capable of vesting by reference to performance in 2024. In

line with the requirements of the reporting regulations, the single total figure of remuneration for 2024 includes the vesting outturn

of the following LTIP awards in the case of Stuart Paynter.

Grant Performance Condition Vesting outturn

8 June

2021

40%: relative TSR over the three year

period to 8 June 2024.

This element lapsed in June 2024 as the threshold level of TSR performance was

not achieved.

40%: revenue growth measured over the

three years ended 31 December 2023.

This element of the award lapsed as reported in the 2023 Directors’

Remuneration Report.

20%: strategic milestones. The estimated 50% vesting of the strategic element (10% of the overall awards) reported

in the 2023 Directors’ Remuneration Report was confirmed in 2024.

29 April

2022

40%: relative TSR over the three year

period to 28 April 2025.

Any vesting of the relative TSR element of the 2022 LTIP award will be determined in

April 2025 following the end of the TSR performance period.

40%: revenue growth measured over the

three years ended 31 December 2024.

The threshold level of performance was not achieved and this element of the

award lapsed.

20%: strategic milestones. The strategic milestones element has vested at 16.7% (3.33% of the overall awards)

following the Remuneration Committee’s assessment of performance against the

milestones, as described later in this report.

2024 LTIP awards

As detailed later in this report, LTIP awards were granted in 2024 based on compound growth in revenue (with a 60% weighting)

and Operating EBITDA margin (with a 40% weighting), reflecting the key metrics aligned with OXB's growth strategy. For these

awards, we decided not to include non-financial metrics. Dr. Frank Mathias’ award was scaled back from 200% of salary to 160% of

salary and Dr. Lucinda Crabtree’s from 175% of salary to 157.5% of salary.

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

Strategic reportCorporate GovernanceFinancial statementsOther information

Implementation of the Policy in 2025

• Base salary increases:

◦ For 2025, the Remuneration Committee has awarded Dr. Frank Mathias an increase of 5.5% taking his salary to £643,500.

Dr. Lucinda Crabtree’s salary has been increased by 3% to £422,300. When awarding these increases, the Remuneration

Committee took into account the approach to the wider workforce pay review for 2025 and also the performance of

the Executive Directors. For 2025, the overall budget for salary increases was 3%, with targeted increases of up to 4% for

outstanding performers. The Remuneration Committee recognised that Dr. Mathias’ base salary has not been reviewed since

offer was extended to him in the summer of 2022. In recognition of the significant progress being made under Dr. Mathias’

leadership, a salary increase of 5.5% was considered appropriate.

◦ The Remuneration Committee also noted that Dr. Lucinda Crabtree has made an exceptional start in her role as CFO and

concluded that an increase of 3% aligned with the level of increase for the wider workforce was appropriate.

• Allowances: Reflecting market movements since 2022, OXB has also agreed to increase the medical allowance for Dr. Mathias

from £10,000 to £12,500.

• Annual bonus: No change to the maximum annual bonus opportunity of 150% of salary. Further information on the annual

bonus measures and weightings in set out in the 'Remuneration at a glance' section of this report.

• LTIP opportunity: No change to the maximum LTIP opportunity of up to 200% of salary for the CEO and up to 175% of salary

for the CFO. However, taking into account OXB's share price, the detail of the number of shares under award will be determined

closer to the grant date, having regard to the then prevailing share price.

• LTIP metrics: For 2025, it is proposed that the LTIP metrics will be 60% revenue, 40% Operating EBITDA margin. The target

ranges are set out in the “Remuneration at a glance” section of this report.

Conclusion

The decisions made as regards remuneration earned in respect of 2024 and the proposals for 2025 demonstrate our commitment

to ensuring that Executive Directors’ reward is aligned with performance and the outcomes for all our stakeholders.

We look forward to receiving your support at our 2025 AGM, where I and other Remuneration Committee members will be

available to answer any questions that you have.

Heather Preston

Chair of the Remuneration Committee

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

90 Directors' Remuneration Report (Continued)

Remuneration at a Glance

Actual remuneration of Executive Directors for 2024

CEO – Dr. Frank Mathias CFO – Dr. Lucinda Crabtree

Base salaries £610,000 (no change from 2023) £410,000 (with effect from appointment)

Pension 7.5% of salary in line with the wider workforce

Annual Bonus

- maximum

opportunity

for 2024

150% of salary 150% of salary (pro-rated from appointment)

Bonus earned

for 2024

Taking into account performance against the targets and objectives set, bonuses were earned at the level of 91% of the

target bonus (68.25% of salary). 50% of the bonuses earned will be paid in cash and 50% will be deferred into shares.

LTIP vesting in

respect of 2024

Neither Dr. Frank Mathias nor Dr. Lucinda Crabtree held an LTIP capable of vesting by reference to a performance period

ending in 2024.

The threshold relative TSR target for 40% of the LTIP granted in June 2021 was not achieved based on performance to

June 2024 and this element of that award lapsed.

The strategic milestone element for 20% of the LTIP granted in April 2022 vested at 16.7% (3.33% of the overall awards).

Further information is included later in this report.

Single figure total

for 2024

£1,111,000 £235,000

LTIP awards granted to Executive Directors in 2024

CEO – Dr. Frank Mathias CFO – Dr. Lucinda Crabtree

LTIP granted

in 2024

The LTIP award for 2024 was scaled back from 200% of salary to

160% of salary (in line with the level of scale back applied to below

Board grantees)

The LTIP award for 2024 was scaled back from 175%

of salary to 157.5% of salary (reflecting Dr. Crabtree’s

appointment in the year)

Details of the performance conditions are set out later in this report.

Shareholding of Executive Directors as at 31 December 2024

This chart illustrates the value of shares held by Executive Directors as at 31 December 2024 (based on the year end share price

of £4.20) against the share ownership guidelines of 200% of salary for the CEO and 175% of salary for the CFO. Dr. Frank Mathias

joined the Company in March 2023 and therefore will build up his holding over time.Dr. Lucinda Crabtree joined the Company in

September 2024. Given the short period since her appointment, Dr. Crabtree held no shares as at 31 December 2024 and will build

up her holding over time. 

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

Strategic reportCorporate GovernanceFinancial statementsOther information

How OXB intend to implement the 2024 Policy for 2025

Element CEO – Dr. Frank Mathias CFO – Dr. Lucinda Crabtree

Base salary

from 1 January

2025

£643,500

(5.5% increase as described

in the statement from

the Chair of the

Remuneration Committee)

£422,300

(3% increase as described in the statement from the Chair of the Remuneration Committee)

Pension 7.5% of salary in line with the wider workforce

Annual bonus Target annual bonus opportunity is 75% of base salary and the maximum annual bonus opportunity is 150% of base salary

(2x target).

Annual bonus

measures for

2025

Financial (Revenue and

EBITDA, with an

equal weighting)

60%

Client-Centric Excellence

(On-time and On-

quality delivery)

25%

One OXB - People

(Employee

Engagement)

10%

One OXB - Environmental

(Decarbonisation)

The forward looking bonus targets are commercially sensitive as they could provide competitors with insights into OXB's

plans. In line with market practice, in the 2025 Directors’ Remuneration Report OXB will maintain the granular approach to the

disclosure of the bonus outturn and performance delivered which has been adopted for the 2024 bonus as set out later in

this report.

Long term

incentive

(granted under

the LTIP)

Up to 200% of salary Up to 175% of salary

The Remuneration Committee will finalise the quantum of the LTIP awards for 2025 when the awards are granted having

regard to share price performance at that time.

LTIP measures

assessed over

the three-year

performance

period

Compound Annual

Revenue Growth (CAGR)

based on the growth in

the Company's Revenue

between 2024 and

2027 (60%)

2027 Operating

EBITDA margin

(40%)

Threshold vesting (25%

of maximum):20% CAGR

over a three-year

performance period.

Maximum vesting: 30%

CAGR over a three-year

performance period.

Threshold vesting (25%

of maximum):12% 2027

Operating EBITDA margin.

Maximum vesting:

22% 2027 Operating

EBITDA margin.

LTIP holding

requirements

A two-year holding period applies following the three-year performance period.

Shareholding

guideline In-

employment

200% of salary 175% of salary

Post-

employment

100% of the in-service share ownership requirement, with the required holding tapering to zero over a two-year period.

Malus and

clawback

Malus and clawback provisions apply to the LTIP and deferred bonus awards as set out in the 2024 Policy. Clawback applies to

the annual bonus awards as set out in the 2024 Policy.

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

92 Directors' Remuneration Report (Continued)

Non-Executive Directors – implementation of the Policy in 2025

As described in the 2023 Directors’ Remuneration Report, the Board adopted a simplified fee structure for Non-Executive Directors

from 2024. No increases to the Non-Executive Directors’ fees are being made for 2025.

Fee level

Base fee £65,000

Additional fee for holding the office of Senior Independent Director £10,000

Additional fee for holding the position of Vice Chair £10,000

Additional fee for holding the position of Chair of the Remuneration Committee £10,000

Additional fee for holding the position of Chair of the Audit Committee £10,000

Additional allowance in recognition of the extra time commitment required for travel on Company business and/or

additional time commitment where Non-Executive Director is based in a different time zone (where applicable).

Not applicable for 2024

or 2025.

The Chair of the Board's fee for 2025 will remain at the level of £225,000. In line with the UK Corporate Governance Code, the

Chair and Non-Executive Directors do not participate in any of the Group's incentive plans and do not receive any incentive awards

geared to the share price or Company performance.

Annual Report on Remuneration

Remuneration Committee role and members

The responsibilities of the Remuneration Committee are set out in its Terms of Reference which are available on the

Group's website.

The Remuneration Committee members during 2024 comprised Dr. Heather Preston (Chair), Stuart Henderson, Professor Dame

Kay Davies and Dr. Roch Doliveux. From 1 January 2025, Peter Soelkner became the member of Remuneration Committee. Other

Directors are invited to attend meetings on an agenda driven basis. The attendance of Directors at Remuneration Committee

meetings is set out in the Corporate Governance Report on page 70.

Remuneration Committee activities during 2024

During 2024, the Remuneration Committee met seven times. The main activities and decisions included: assessment of 2023

objectives and approval of 2024 objectives; engagement with shareholders in connection with 2024 policy and new share plans;

agreeing the remuneration arrangements associated with the appointment of Dr. Lucinda Crabtree as CFO and Stuart Paynter’s

departure from the business; review of Executive Directors' compensation and Chair of the Board fees (the Board having previously

reviewed the fees for Non-Executive Directors); LTIP outturns; review and approval of the 2023 Directors' Remuneration Report;

approval of the grant of annual share awards; review and approval of the CET compensation, bonus and review of wider workforce

pay and gender pay gap.

Engagement with shareholders

The Chair of the Remuneration Committee engaged with shareholders in connection with the finalisation of the 2024 Policy as

described in her statement earlier in this report.

The Chair of the Remuneration Committee is available to discuss matters with shareholders throughout the year.

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

Strategic reportCorporate GovernanceFinancial statementsOther information

Single total figure of remuneration

(audited)

The following table shows the single total figure of remuneration for 2024 for the Directors and comparative figures for 2023.

Robert Ghenchev and Laurence Espinasse elected to receive no remuneration for their services as Directors.

Salary/fees

£’000

Benefits

£’000

Bonus

£’000

LTIP

£’000

Pension

£’000

Total remuneration

£’000

Total fixed remuneration

£’000

Total variable

remuneration

£’000

Executive Directors

Dr. Frank Mathias

2024 610 35 416 - 50 1,111 695 416

2023 458 28 - - 34 520 520 -

Dr. Lucinda Crabtree

2024 137 3 92 - 3 235 143 92

2023 - - - - - - - -

Former Executive Directors

Stuart Paynter

2024 234 7 160 10 10 421 251 170

2023 351 12 - 16 26 405 389 16

Non-Executive Directors

Dr. Roch Doliveux

2024 225 - - - - 225 225 -

2023 225 - - - - 225 225 -

Stuart Henderson 2024 85 - - - - 85 85 -

2023 85 - - - - 85 85 -

Professor Dame Kay Davies 2024 74 - - - - 74 74 -

2023 73 - - - - 73 73 -

Namrata Patel 2024 65 - - - - 65 65 -

2023 65 - - - - 65 65 -

Dr. Heather Preston 2024 76 - - - - 76 76 -

2023 140 - - - - 140 140 -

Peter Soelkner

2024 52 - - - - 52 52 -

2023 - - - - - - - -

Dr. Michael Hayden

2024 32 - - - - 32 32 -

2023 130 - - - - 130 130 -

Catherine Moukheibir

2024 31 - - - - 31 31 -

2023 115 - - - - 115 115 -

Leone Patterson

2024 66 - - - - 66 66 -

2023 87 - - - - 87 87 -

Total 2024 1,687 45 668 10 63 2,473 1,795 678

2023 1,729 40 - 16 60 1,845 1,829 16

Benefits comprise medical insurance, the provision of a car allowance and, in the case of Dr. Frank Mathias, an annual allowance of £35,000 agreed in order to secure his recruitment

as referred to in the 2022 Directors’ Remuneration Report. Dr. Lucinda Crabtree also receives an annual allowance of £10,000 per annum (pro-rata for FY24) on a similar basis to Dr.

Mathias’ allowance.

The LTIP values comprise the Performance Shares Awards vesting by reference to performance in the relevant year. In the case of the 2023 value for Stuart Paynter, in the 2023

Directors’ Remuneration Report the values were calculated by reference to the average share price over October, November and December 2023 of 219p and an estimated vesting

outturn of 10%. The Remuneration Committee confirmed the vesting outturn of 10% on 1 July 2024 after having considered the underpin condition that awards only vest if the

Remuneration Committee considers that the overall performance of the business across the period justifies it. In line with the applicable regulations, the values in the single total figure

table have been updated to reflect the price of 326p at vesting on 10 June 2024. In the case of the 2024 value, this relates to the estimated vesting outturn of the portion of the LTIP

granted to Mr. Paynter on 29 April 2022 which is subject to the strategic milestones performance condition. This has been calculated by reference to the average share price over

October, November and December 2024; further information in relation to the calculation of the value is set out later in this report.

Pension contributions are made into the Group’s defined contribution scheme, or at the election of the Director, as a cash allowance in lieu of a company pension contribution.

Dr. Frank Mathias joined the Board on 27 March 2023.

Dr. Lucinda Crabtree was appointed to the Board with effect from 2 September 2024.

Stuart Paynter stepped down from the Board with effect from 2 September 2024.

Non-Executive Directors’ remuneration consists of fees only.

During 2023, Dr. Roch Doliveux was Non-Executive Chair for the majority of the year and interim CEO for part of the year. Accordingly, he has been included in the Non-Executive

Director section of the table.

Peter Soelkner was appointed to the Board with effect from 15 March 2024.

Catherine Moukheibir and Dr. Michael Hayden stepped down from the Board with effect from 24 June 2024.

Leone Patterson stepped down from the Board on 31 December 2024.

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

Turnover

Order volume

EBITDA

Transformation

activities

Right-First-Time

Revenue

Integration

activities

Lenti in US

Resource

allocation

Client

satisfaction

Engagement

15%

20%

2.5%

8.5%

(Target)

£186m

(Slightly below

target)

Below threshold

51%

(Above target)

90%

(Target)

£128.8m

(Above target*)

51%

(Above target)

Achieved by

end of March 2024

(Target)

25%

(Between

threshold and

target)

Above target

75%

(Threshold)

13%

5.5%

22%

2.8%

1.9%

2.5%

* The original targets were set excluding OXB France. Taking into account that overall revenues delivered of £129m equates to revenue growth of 44%, organic growth

of 81% and performance within market guidance the Remuneration Committee assessed the out-turn as slightly above a target level of performance.

Company

goals 2024

Threshold

(Payout of 50% of target,

25% of maximum)

Maximum

(Payout of 200%

of target)

Outcome

(% of overall

target bonus)

Target

(Payout of 100% of target,

50% of maximum)

Reduction of voluntary turnover goal aligned with our goal of attracting,

developing, and retaining highly motivated people by developing our leadership

and connecting people with the vision and strategy of OXB – assessed at

on-target performance taking into account regretted turnover achievement

of 8.5%.

A target performance level of £190m was set. The outturn of £186m was

slightly below the target level, and the Remuneration Committee exercised

its judgement to determine an outcome of 13%, compared to the 15% outcome

for target performance.

The outturn was below the threshold performance level set.

Threshold, target and maximum performance levels were set based on the

client satisfaction levels achieved relative to CDMO industry benchmarks.

Performance assessed as above target recognising upper quartile levels

of client satisfaction maintained.

Weighting Outcome

PeopleCommercialBuild One OXBDeliveryFinancials

Cash 10% £61m

(Maximum)

20%

Total 91%

94 Directors' Remuneration Report (Continued)

2024 Annual Bonus

(audited)

Each of Dr. Frank Mathias, Stuart Paynter and Dr. Lucinda Crabtree were eligible to earn a bonus of up to 150% of salary for 2024,

subject to the satisfaction of performance objectives, with Dr. Crabtree’s and Stuart Paynter’s bonus opportunities calculated on a

pro-rata basis based on their period of service.

In January 2025, the Remuneration Committee met to consider the achievement of the 2024 objectives. Information in relation to

the objectives and performance against them is set out below.

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

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Overall bonus outturn

Accordingly, bonuses earned by Dr. Frank Mathias, Dr. Lucinda Crabtree and Stuart Paynter were:

• Dr. Frank Mathias: £416,000,

• Dr. Lucinda Crabtree: £92,000,

• Stuart Paynter: £160,000 (in respect of his service as an Executive Director).

The Remuneration Committee reviewed performance against the annual bonus outturn and concluded the overall bonus payments

to be appropriate. The bonuses will be paid 50% in cash and 50% in deferred share awards. The deferred share awards are not

subject to any further performance targets and will become exercisable in three equal instalments on the first three anniversaries

of grant.

Performance Shares Award vesting in respect of performance in 2024

(audited)

Neither Dr. Frank Mathias nor Dr. Lucinda Crabtree held a Performance Shares Award capable of vesting in respect of performance

in 2024.

Stuart Paynter was granted a Performance Shares Award in 2021. The performance conditions were based on growth in revenue

between 2020 and 2023 as regards 40% of the award, relative TSR performance as regards 40% of the award and strategic

milestones as regards 20% of the award.

The 40% based on growth in revenue lapsed as disclosed in the 2023 Directors’ Remuneration Report.

The estimated vesting value of the 20% of the award based on strategic milestones was included in the single total figure of

remuneration for 2023 and has been confirmed as referred to in the note to the single total figure table.

The performance condition for the 40% of the award based on relative TSR was assessed in June 2024; as set out below the

threshold level of performance was not achieved and this portion of the award lapsed.

Relative TSR performance over the three year period starting with

the date of grant

Percentage of the award subject to the TSR performance condition that

will vest

Below median 0%

Median 25%

Between Median and upper quartile Calculated on a straight line basis between 25% and 100%

Upper quartile 100%

Company’s TSR over a three-year performance period relative to the TSR performance of companies in the NASDAQ Biotechnology index.

Over the three-year performance period, the Company's TSR was below median. Therefore, the threshold level of the TSR

performance was not achieved and this element of the award granted in 2021 lapsed. Accordingly, no value is included in the

2024 single total figure of remuneration in respect of this element of the award.

Award vesting in respect of performance in 2024 – award granted in 2022

Stuart Paynter was granted a Performance Shares Award in 2022. The performance conditions were based on relative TSR

performance (as regards 40% of the award), growth in revenue between 2021 and 2024 as regards 40% of the award and strategic

milestones as regards 20% of the award.

The relative TSR performance condition will be assessed in April 2025 and the vesting outturn in respect of that element will be

confirmed in the 2025 Directors’ Remuneration Report.

The revenue growth performance condition was as follows:

Compound annual growth rate of the Company's revenue between

2021 and 2024

Percentage of the award subject to the share price performance

condition that will vest

Less than 15% 0%

15% 25%

More than 15% but less than 30% Determined on a straight line basis between 25% and 100%

30% or more than 30% 100%

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

96 Directors' Remuneration Report (Continued)

Over the three-year performance period, the compound annual growth rate of the Group's revenue was 0% resulting in an

estimated vesting outturn of 0%.

The strategic milestones performance conditions were assessed against the following elements, each with an equal weighting.

Taking into account changes to OXB's strategic priorities over the three year performance period, the Remuneration Committee's

approach was adjusted to ensure performance was assessed on a fair and consistent basis. The elements and the performance

outturn were as follows:

Pathway to product: Identify and

execute a structure to externally fund

internal programmes

Monetising innovation:

Process C marketed and

process D exemplified

OXB (US) LLC: Progression of AAV business Percentage of the

Performance Shares

Award subject to the

element that Vests

Structure funded 5 programmes using

Process C

Break even in 2024 25%

1 product in clinic At least one of

those commercialised

6 clients on platform 50%

2 products in clinic 1 Programme in process D > $100m in 2024 revenue 100%

Having regard to the shift in

strategy since the objective was set,

but recognising the out-licensing of

OXB’s Parkinson’s patent portfolio, the

Remuneration Committee assessed this

objective as having been achieved at a

threshold level of performance.

Threshold

(25% vesting)

Threshold level of

performance not achieved

(0% vesting)

Although the break even performance level

was not achieved, assessing performance

in respect of this objective in the round

and recognising that with 12 clients

on the platform the target number of

clients has been significantly exceeded,

the Remuneration Committee assessed this

objective as having been achieved at a

threshold level of performance.

Threshold (25% vesting)

Partly achieved. (16.7%

vesting of the strategic

milestones element,

3.33% overall vesting).

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

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Overall, performance against the milestones resulted in an estimated vesting outturn of 3.33%.

For the purposes of the single total figure of remuneration for 2024, the value of these awards is calculated as follows.

Executive

Director

Shares subject

to award

Shares subject

to the revenue

performance condition

Estimated vesting outturn of the

element of the award subject to the

revenue performance condition

Estimated number of shares that will

vest by reference to the revenue

performance condition

Stuart Paynter 77,414

30,966

0% 0

These numbers of shares are calculated after the pro-rata reduction to reflect that Stuart Paynter left the Group before the end of the performance period, as referred to in the

“Payment to past Directors and payments for loss of office” section later in this report.

Executive

Director

subject to

award

Shares subject to

the strategic milestones

performance condition

Estimated vesting outturn of

the element of the award

subject to the strategic milestones

performance condition

Estimated number of shares that will

vest by reference to the strategic

milestones performance condition

Stuart Paynter 77,414 15,483 16.7% 2,580

Executive Director Estimated total number of shares that will vest Value of the shares included in the single total figure of remuneration

Stuart Paynter 2,580 £10,109

The award will not vest until the relative TSR performance condition has been assessed. In line with the applicable regulations, the share price for the purposes of calculating the value

included in the single total figure of remuneration is taken to be the average share price over October, November and December 2024, being 406p. As that average share price is less

than the share price at the date of grant of the awards (550p), the value is not split between that attributable to the share price at grant and that attributable to growth in share price. The

value is limited to the value of 2,491 shares, being the number of the estimated shares that will vest which are attributable to Mr Paynter’s service as a Director up to 2 September 2024.

The award is also subject to a performance underpin, such that it would vest only to the extent that the Remuneration Committee

considers that the overall performance of the business across the period

justifies it. The Remuneration Committee will review

performance against this underpin following the end of the TSR performance period. The award will be subject to a two year

holding period following vesting.

Performance Shares Awards granted under the LTIP during 2024

On 3 October 2024, Dr. Frank Mathias and Dr. Lucinda Crabtree were awarded Performance Shares Awards under the LTIP

as follows:

Basis of award (% of salary) Number of shares under award Face value of grant

Dr. Frank Mathias 160% 257,113 £976,000

Dr. Lucinda Crabtree 157.5% 170,113 £645,750

As noted in the statement from the Remuneration Committee Chair, Dr. Frank Mathias’ LTIP award for 2024 was scaled back to

160% of salary and Dr. Lucinda Crabtree’s to 157.5% of salary. The number of shares under award was calculated by reference to the

average share price of 379.6p in the five business days prior to the date of the award.

The awards are nil cost options and are subject to a three-year vesting period. They are subject to the achievement of performance

conditions based on compound growth in revenue (with a 60% weighting) and Operating EBITDA margin (with a 40% weighting),

reflecting the key metrics aligned with the Group's growth strategy. For these awards, we decided not to include non-financial

metrics. The details of the measures are described below.

Operating EBITDA margin and Revenue performance conditions

Vesting amount 2026 Operating EBITDA Margin Revenue

– compound annual growth rate

0% Less than 10% Less than 25%

25% 10% 25%

100% 30% 45%

Assessed over the three financial-year performance period 2024–2026.

Although the award will vest following the assessment of the performance period (subject to satisfaction of the performance

conditions), it cannot be exercised until the end of a further holding period of two years.

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

98 Directors' Remuneration Report (Continued)

Statement of Directors’ shareholding and share interests

(audited)

The Remuneration Committee has adopted a shareholding guideline for the Executive Directors, which specifies a shareholding

equivalent to their normal annual LTIP opportunity (200% of base salary in the case of Dr. Frank Mathias and 175% of salary in the

case of Dr. Lucinda Crabtree).

Further information on the extent to which Dr. Frank Mathias and Dr. Lucinda Crabtree have met this guideline is included in the

'Remuneration at a Glance' section on page 90.

The interests in shares of the Directors who served during the year as at 31 December 2024 are as set out below. There have been

no changes in these interests between 31 December 2024 and the date on which this Directors' Remuneration Report was finalised.

Shares held outright Vested but

unexercised options

Deferred bonus plan not

yet exercisable

Unvested Performance

Shares Awards subject to

performance conditions

Executive Directors 2024 2023 2024 2023 2024 2023 2024 2023

Dr. Frank Mathias 20,000 20,000 - - - - 580,291 323,178

Dr. Lucinda Crabtree - - - - - - 170,113 -

Stuart Paynter

18,687 18,687 20,547 251,676 54,304 91,197 74,498 286,535

Non-Executive Directors

Dr. Roch Doliveux 371,805 371,805 - - - - - -

Stuart Henderson 10,862 10,862 - - - - - -

Professor Dame Kay Davies 1,000 1,000 - - - - - -

Laurence Espinasse

- - - - - - - -

Robert Ghenchev

- - - - - - - -

Namrata Patel 9,170 9,170 - - - - - -

Dr. Heather Preston 18,298 18,298 - - - - - -

Peter Soelkner - - - - - - - -

Dr. Michael Hayden

39,973 39,973 - - - - - -

Catherine Moukheibir

25,287 25,287 - - - - - -

Leone Patterson

12,447 12,447 - - - - - -

Stuart Paynter stepped down from the Board with effect from 2 September 2024 and his 2024 number of shares is as at that date.

Laurence Espinasse is General Counsel and Compliance Officer at Institut Mérieux which has a holding of 11,510,481 shares as at 21 March 2025.

Mr. Ghenchev is Head of Growth Equity at Novo Holdings which has a holding of 12,048,802 shares as at 21 March 2025.

Dr. Michael Hayden and Catherine Moukheibir left the Board on 24 June 2024 and their 2024 number of shares are as at that date.

Leone Patterson stepped down from the Board with effect from 31 December 2024 and their 2024 number of shares are as at that date.

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

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During 2024, the following options have been awarded, vested and lapsed:

LTIP Unvested at 1 January 2024 Vesting during 2024 Lapsed during 2024 Awarded during 2024 Unvested at

31 December 2024

Dr. Frank Mathias 323,178 n/a n/a 257,113 580,291

Dr. Lucinda Crabtree 0 n/a n/a 170,113 170,113

Stuart Paynter 286,535 47,966 164,071 - 74,498

In the case of Stuart Paynter the figures are stated as at 2 September 2024, the date on which he stepped down from the Board.

Deferred bonus Not exercisable at

1 January 2024

Becomes exercisable

during 2024

Awarded during 2024 Not exercisable at

31 December 2024

Dr. Frank Mathias n/a n/a n/a n/a

Dr. Lucinda Crabtree n/a n/a n/a n/a

Stuart Paynter 91,197 36,893 - 54,304

In the case of Stuart Paynter the figures are stated as at 2 September 2024, the date on which he stepped down from the Board.

During 2024 (and, in the case of Stuart Paynter, up to the date on which he stepped down from the Board), none of Stuart Paynter,

Dr. Frank Mathias, or Dr. Lucinda Crabtree exercised any options.

Payment to past Directors and payments for loss of office

(audited)

Stuart Paynter stepped down from the Board on 2 September 2024 and left the Group on 30 September 2024. His remuneration

earned to 2 September 2024 (including the proportion of the bonus earned for the year which was attributable to his service to that

date and the proportion of the LTIPs vesting in respect of performance in 2024 which were attributable to his service to that date)

are included in the single total figure of remuneration. Mr. Paynter received his salary and benefits in the usual manner between

2 September and 30 September and then received a payment of £276,481 in lieu of the balance of his 12 month notice period. Mr.

Paynter retained the benefit of health insurance cover until the end of the 12 month notice period.

Mr. Paynter retained the benefit of LTIP awards granted to him between 2017 and 2021 for which the performance period had

already ended, subject, in the case of the awards granted in 2020 and 2021, to the originally envisaged holding period. Mr. Paynter

retained the LTIP awards granted to him in 2022 and 2023 subject to the applicable performance conditions and a pro-rata

reduction to reflect the proportion of the performance period for which he was employed – to the extent the awards vest, they will

remain subject to the originally envisaged holding period.

Mr. Paynter retained the DBP awards granted to him in respect of bonuses earned for previous years, which can be exercised

following the expiration of the originally envisaged deferral period.

No other payments to past Directors or payments for loss of office were made in the year.

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

100 Directors' Remuneration Report (Continued)

Performance graph and comparison with CEO’s remuneration

The chart below illustrates the Company's TSR performance since January 2015 relative to the FTSE all-share index, the FTSE350

Pharma and Biotech index and the NASDAQ Biotech index. The FTSE all-share index has been selected because it represents a

broad-based measure of investment return from equities. The FTSE350 Pharma and Biotech index, comprising Pharma and biotech

companies listed in the UK and are constituents of the FTSE350 index and the NASDAQ Biotech index in the United States (NASDAQ

Biotech) market, provide further benchmarks that are more specific comparators.

CEO’s remuneration in last ten years

The following table sets out the CEO’s remuneration over the previous ten years. Notes to entries in respect of previous years can

be found in the relevant years’ Directors’ Remuneration Reports.

Year 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024

John

Dawson

Roch

Doliveux

Roch

Doliveux

Dr. Frank

Mathias

CEO’s single

total figure

of remuneration

£’000 732 653 811 1,311 1,220 1,258 1,828 104 208 53 529 1,111

LTIP vesting % of

maximum

100% 50% 25% 80% 100% 62% 42% 50% n/a n/a n/a n/a

Annual bonus % of

maximum

42% 50% 85% 92% 70% 85% 84% 86% n/a n/a n/a 46%

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Percentage change in remuneration of Directors and employees

The table below shows the annual percentage change in salary/fees, benefits and bonus between 2019 and 2024 for the

Directors. The Non-Executive Directors do not receive benefits or bonus; accordingly no data is shown in the table in respect

of these elements.

For the change between 2023 and 2024 where a Director only served on the Board for part of the year, to enable a meaningful

comparison, the percentage change is based on their annualised remuneration. For previous years and consistent with the reports

in those years, the changes are based on actual amounts earned meaning that increases and decreases in salary and fees between

various years reflects that comparison is between full years and part years.

Salary/Fees Benefits Bonus

Year

2023/24 % change

2022/23 % change

2021/22 % change

2020/21 % change

2019/20 % change

2023/24 % change

2022/23 % change

2021/22 % change

2020 /21 % change

2019/20 % change

2023/24 % change

2022/23 % change

2021/22 % change

2020/21 % change

2019/20 % change

Dr. Frank Mathias 0 n/a n/a n/a n/a -6 n/a n/a n/a n/a 100 n/a n/a n/a n/a

Stuart Paynter 0

3 10 30 5 -6

9 0 0 0 100

-100 0 47 28

Comparator

employee group

8 7 11 8 9 -1 14 -10 9 11 100 -100 11 22 98

Dr. Roch Doliveux 0 0 0

89 n/a

Stuart Henderson 0 0 0 27 3

Professor Dame

Kay Davies

2 12 20 n/a n/a

Namrata Patel 0 38 n/a n/a n/a

Dr.

Heather Preston

-46 0 0 109 3

Dr.

Michael Hayden

-50

0 57 n/a n/a

Catherine

Moukheibir

-46

-18

3,400

n/a n/a

Peter Soelkner and Dr. Lucinda Crabtree were appointed during 2024 and, accordingly, have been excluded from the table. Neither Robert Ghenchev nor Laurence Espinasse receive

any remuneration for their role and accordingly have been excluded from the table. Leone Patterson resigned from the Board on 31 December 2024 following her appointment in 2023

and has therefore been excluded from the table.

The average percentage change in the same elements of remuneration over the same period are in respect of a comparator group of employees. The regulations require that the

comparator group is all employees of the Company; however, as the Company (Oxford Biomedica plc) has no employees and for consistency with prior years, the Remuneration

Committee has chosen all those employees other than the Directors who were employed by Oxford Biomedica (UK) Limited throughout the whole of the relevant years, as the

comparator group.

Dr. Doliveux waived his additional fee in respect of 2022. The percentage change between 2021 and 2022 has been restated accordingly.

Catherine Moukheibir, Dr. Michael Hayden and Stuart Paynter resigned from the Board during the course of 2024. As noted above their remuneration has been annualised to enable a

meaningful comparison.

CEO’s pay ratio

The table below sets out the ratio of the CEO’s pay to the pay of the 25th, median and 75th percentile employee within

the organisation. The Group used Option A as defined in The Companies (Miscellaneous Reporting) Regulations 2018, as this

calculation methodology for the ratios was considered to be the most accurate method. The 25th, median and 75th percentile pay

ratios were calculated using the full-time equivalent remuneration for all UK employees as at the end of each year.

In 2022, Dr. Roch Doliveux was interim CEO from 28 January 2022. Given the significant proportion of the year for which he

was interim CEO, the CEO’s remuneration for 2022 is his remuneration, albeit for the full year and not only for the period from

28 January 2022.

In 2023, Dr. Roch Doliveux was interim CEO until 27 March 2023 at which point Dr. Frank Mathias became CEO. For 2023, the CEO

remuneration is the aggregate of Dr. Doliveux’s remuneration for the period to 27 March 2023 and Dr. Mathias’ remuneration from

that date onwards.

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

102 Directors' Remuneration Report (Continued)

Employees’ involvement in the Group's performance is encouraged. All eligible employees may participate in discretionary bonus

schemes. The Group aims to provide a competitive remuneration package which is appropriate to promote the long term success

of the Group and to apply the 2024 Policy fairly and consistently to attract and motivate employees. Where possible, the Group

also encourages employee share ownership through a number of share plans that allow employees to benefit from the Group's

success. The Group considers the median pay ratio to be consistent with the Group's wider policies on employee pay, reward

and progression.

Financial year Method 25th percentile pay ratio Median pay ratio 75th percentile pay ratio

2018 Option A 1:48 1:37 1:27

2019 Option A 1:42 1:32 1:24

2020 Option A 1:40 1:30 1:23

2021 Option A 1:59 1:44 1:32

2022

Option A 1:6 1:5 1:4

2023 Option A 1:17 1:13 1:9

2024 Option A 1:31 1:22 1:17

As explained in the 2023 Directors' Remuneration Report, Dr. Doliveux waived his additional fee in respect of 2022. The 2022 ratios have been restated accordingly.

Pay details for the individuals are set out below:

2018 CEO 25th percentile Median 75th percentile

Salary (£’000) £380 £25 £32 £44

Total remuneration (£’000) £1,311 £27 £35 £48

2019 CEO 25th percentile Median 75th percentile

Salary (£’000) £410 £26 £35 £45

Total remuneration (£’000) £1,220 £29 £38 £50

2020 CEO 25th percentile Median 75th percentile

Salary (£’000) £431 £28 £37 £47

Total remuneration (£’000) £1,258 £31 £42 £55

2021 CEO 25th percentile Median 75th percentile

Salary (£’000) £455 £27 £36 £50

Total remuneration (£’000) £1,828 £31 £42 £57

2022 CEO 25th percentile Median 75th percentile

Salary (£’000) £225 £31 £40 £54

Total remuneration (£’000) £312 £36 £46 £62

2023 CEO 25th percentile Median 75th percentile

Salary (£’000) £511 £32 £42 £58

Total remuneration (£’000) £582 £35 £46 £63

2024 CEO 25th percentile Median 75th percentile

Salary (£’000) £610 £31 £43 £58

Total remuneration (£’000) £1,111 £35 £50 £66

Relative importance of spend on pay

The chart below illustrates the spend on employee remuneration compared with the Group's key cash measures. Since the Group

does not make dividend or other distributions, these have not been included in the table.

The Group's key cash measures were chosen by the Directors because they illustrate very clearly the importance of employee

remuneration as a fundamental element of operational spend and activities, as well as the continued investment of the business

in its people. The key cash measure amounts can be found in the Financial review section of this Annual report and accounts and

were identified as being:

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Explanations for the year-on-year movements in the key cash measures are provided in the Financial Review on pages 16-25 (Staff

pay and Non-payroll costs), (Cash generated from/(used in) operations and Net cash inflow/(burn) and (Cash revenues).

Approach to Directors’ Remuneration in 2025

The Company's approach to Directors’ Remuneration in 2025 is set out in the statement from the Remuneration Committee Chair

on pages 87-89 and Remuneration at a Glance section on page 90.

Statement of voting at AGM

At the 2024 AGM, the 2023 Directors’ Remuneration Report was approved by shareholders as follows:

Resolution Votes for (including

discretionary)

% for Votes

against

% against Total votes

cast (excluding

votes withheld)

Votes withheld

(abstentions)

Approval of the

Directors’Remuneration Report

72,347,034 99.61% 280,462 0.39% 72,627,496 463,233

At the 2024 AGM, the 2024 Directors’ Remuneration Policy was approved by shareholders as follows:

Resolution Votes for (including

discretionary)

% for Votes against % against Total votes

cast (excluding

votes withheld)

Votes withheld

(abstentions)

Approval of the Directors’

Remuneration Policy

70,899,498 97.67% 1,691,080 2.33% 72,590,578 500,151

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104 Directors' Remuneration Report (Continued)

Advisers to the Remuneration Committee

Deloitte LLP (Deloitte) acted as adviser to the Remuneration Committee during 2024. Deloitte was appointed by the Remuneration

Committee based on its expertise in remuneration matters and is a founding member of the Remuneration Consultants Group

and adheres to its Code of Conduct in relation to Executive remuneration consulting in the UK. Deloitte’s fees for advice to

the Remuneration Committee during 2024 were £49,200 plus VAT. The advice received from Deloitte was both objective and

independent. Deloitte also advised the Group on below Board remuneration, on the design and operation of its share plans and

other incentive arrangements, on corporate tax and related matters, on transfer pricing, on the tax and social security treatment of

internationally mobile employees and the tax and social security treatment of non-UK resident Directors during 2024.

The Remuneration Committee reviewed the potential conflicts of interest and the safeguards against them and is satisfied that

Deloitte does not have any such interests or connections with the Group that may impair independence.

Introduction to the Directors’ Remuneration Policy

We have included below the parts of the 2024 Policy that we think shareholders will find most useful, but with the table of

service contracts updated to reflect the current circumstances and certain date specific references updated. The full 2024 Policy

as approved at the AGM on 24 June 2024 is included in the Company’s Directors’ Remuneration Report for the year ended

31 December 2023, which is available on the Company’s website at www.oxb.com.

Directors’ Remuneration Policy

Policy table

Component

and purpose

Operation Maximum potential Performance targets

and metrics

Executive Directors

Base salary

To provide a base

salary which is

sufficient to attract

and retain Executive

Directors of a

suitable calibre.

Base salaries are normally reviewed annually

taking into account a number of factors which

may include (but are not limited to):

• underlying Group performance;

• role, experience and individual performance;

• competitive salary levels and market

forces; and

• pay and conditions elsewhere in the Group.

Any changes are normally effective from

1 January.

While there is no maximum salary,

increases will normally be within or

below the range of salary increase

awarded (in percentage of salary terms)

to other employees in the Group.

Higher salary increases may be awarded

in appropriate circumstances, such as,

but not limited to:

• where an Executive Director has been

promoted or has had a change in

scope or responsibility;

• to take account of competitive salary

levels and market forces;

• to reflect an individual's development

or performance in role;

• where there has been a change in

market practice; or

• where there has been a change in size

and/or complexity of the business.

Such increases may be implemented

over such time period as

the Remuneration Committee

deems appropriate.

While no formal performance

conditions apply, an

individual's performance

in role is taken into

account in determining any

salary increase.

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Component

and purpose

Operation Maximum potential Performance targets

and metrics

Benefits

To provide benefits

on a market

competitive basis.

Benefits may include medical insurance

(including for the Executive Director's spouse

or partner and dependants), life assurance,

permanent health insurance, provision of a

company car or a car allowance, assistance

with the preparation of tax returns, tax

equalisation arrangements, other benefits

consistent with those typically offered in their

country of residence and other appropriate

benefits determined by the Remuneration

Committee. Additional benefits or allowances

may be provided based on individual

circumstances, including the location of the

Executive Director.

These may include, for example,

travel expenses.

There is no predetermined maximum but

the totals are reviewed annually by the

Remuneration Committee.

Not applicable.

Retirement

benefits

To provide funding

for retirement.

The Group operates a defined contribution

scheme for all employees, including

Executive Directors.

Executive Directors are permitted to take a

cash supplement instead of some or all of

the contributions to a pension plan. Non-

UK national Executive Directors are permitted

to participate in home country pension

arrangements where appropriate.

A maximum employer contribution

or cash supplement (or combination

thereof) not exceeding the contribution

available to the wider workforce

as determined by the Remuneration

Committee (currently 7.5% in the UK).

Not applicable.

Sharesave scheme

To create alignment

with the Group and

promote a sense

of ownership.

Executive Directors are entitled to participate

in a tax qualifying all employee Sharesave

scheme under which they may make monthly

savings contributions over a period determined

in accordance with the applicable legislation

and which are linked to the grant of an option

over the Company's shares with an option price

which can be at a discount of up to 20% to the

market value of shares at grant (or such other

discount as may be permitted by the applicable

legislation from time to time).

Executive Directors will be able to participate

on the same basis as other qualifying

employees in any other all-employee share

scheme adopted by the Group.

For the Sharesave scheme, participation

limits and the level of discount permitted

in setting the exercise price are

determined in accordance with the

applicable legislation from time to time.

For any other all-employee share

plan, the maximum will be determined

in accordance with the plan rules

and will be the same as for other

qualifying employees.

Not subject to performance

measures in line with

usual practice.

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

106 Directors' Remuneration Report (Continued)

Component

and purpose

Operation Maximum potential Performance targets

and metrics

Annual bonus

To incentivise

and reward

delivery of the

Group's objectives.

Delivery of part of

the bonus as a

deferred bonus

award aligns the

incentive package

with shareholders’

interests.

Bonus targets and measures are typically

reviewed annually and any pay-out is

determined by the Remuneration Committee

after the year end.

The Remuneration Committee has discretion

to amend the pay-out should: (1)

any potential pay- out not reflect the

Remuneration Committee's assessment of

overall performance; (2) any potential pay-

out be inappropriate in the context of

circumstances that were unexpected or

unforeseen at the start of the performance

period; or (3) there be any other reason why

an amendment is appropriate.

Bonus Deferral

The extent of the deferral of bonus

will ordinarily depend upon achievement

against the Company's In-Service Share

Ownership Guideline.

• If an Executive Director has not

met the Company's In-Service Share

Ownership Guideline as determined by the

Remuneration Committee, ordinarily 50% of

the bonus will be delivered as a deferred

bonus award.

• If an Executive Director has met the

In-Service Share Ownership Guideline

as determined by the Remuneration

Committee, ordinarily 25% of the bonus will

be delivered as a deferred bonus award.

The Remuneration Committee may permit or

require the deferral of a greater proportion of

any bonus earned.

Any bonus not delivered as a deferred bonus

award will be paid in cash.

Deferred bonus awards ordinarily vest in three

equal instalments on the first, second and

third anniversaries of the award. The deferred

bonus awards are not subject to further

performance targets.

Dividend Equivalents Additional shares may

be awarded in respect of shares subject

to deferred bonus awards to reflect

the value of dividends over the deferral

period. These dividend equivalents may

assume the reinvestment of dividends into

shares on such basis as the Remuneration

Committee determines.

Recovery provisions apply as

summarised below.

The usual target annual bonus

opportunity is 75% of base salary

and the usual maximum annual bonus

opportunity is 150% of base salary

(2x target).

In exceptional circumstances, the target

annual bonus opportunity may be

increased to up to 100% of base

salary and the maximum annual bonus

opportunity is to up to 200% of base

salary (2x a target bonus of 100% of base

salary). These exceptional circumstances

are: (1) to facilitate the recruitment of a

new Executive Director; and (2) in the

event of a significant increase in the size

and complexity of the business.

The performance metrics

may be based on

financial and/or non-financial

objectives (which may

include leading performance

indicators, ESG metrics and

individual objectives). At

least 50% of the bonus

opportunity will be based on

financial measures. Metrics

and targets are set by the

Remuneration Committee

taking into account the

strategic needs of the

business. Financial objectives

are typically assessed over

a financial year, but may

be assessed over part of

the year.

Subject to the Remuneration

Committee's discretion to

amend the pay-out, for

financial metrics, up to 50%

of the target (up to 25%

of the maximum) which

may be earned for a metric

is earned for threshold

performance, rising to 100%

of the target amount (50%

of the maximum) for on-

target performance and to 2x

the target amount (100% of

the maximum) for meeting

or exceeding the maximum

level of performance. For

non-financial objectives, the

bonus will be earned

between 0% and 100%

based on the Remuneration

Committee's assessment of

the extent to which the

objective has been achieved.

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

107

Strategic reportCorporate GovernanceFinancial statementsOther information

Component

and purpose

Operation Maximum potential Performance targets

and metrics

Long

Term Incentives

To enhance

shareholder

alignment by

providing Executive

Directors with

longer term

interests in shares

whilst requiring

challenging

performance before

the awards vest.

At the discretion of the Remuneration

Committee, grants of nil or nominal cost

shares awards (Performance Shares Awards)

which vest subject to the achievement of

performance targets, typically assessed over a

three-year performance period.

Holding period Vested shares will be subject

to a holding period of two years after vesting

before they are “released”. The holding period

will be structured either on the basis that: (1)

the Executive Director is not entitled to acquire

shares until the end of it; or (2) the Executive

Director is entitled to acquire shares following

vesting but that (other than as regards sales

to cover tax liabilities and any exercise price)

the Executive Director is not able to dispose of

those shares until the end of it.

Dividend equivalents Additional shares may be

awarded in respect of any Performance Shares

Award to reflect the value of dividends over

the period between the grant and the date

on which the Executive Director is first able

to acquire the vested shares. These dividend

equivalents may assume the reinvestment of

dividends into shares on such basis as the

Remuneration Committee determines.

Recovery provisions apply as

summarised below.

The maximum Performance Shares

Award is:

• Up to 175% of base salary in respect

of a financial year for an Executive

Director other than the CEO; and

• Up to 200% of base salary in respect

of a financial year for the CEO.

In exceptional circumstances, the

maximum Performance Shares Award

in respect of a financial year may

be increased to up to 400% of base

salary for any Executive Director. These

exceptional circumstances are: (1) to

facilitate the recruitment of a new

Executive Director; and (2) in the event

of a significant increase in the size and

complexity of the business.

Performance conditions will

be based on financial

measures and/or the

achievement of non-

financial objectives (which

may include leading

performance indicators and

ESG metrics). Financial

measures may include

(but are not limited to)

share price, shareholder

return, EBITDA and revenue

measures. The weighting of

measures and objectives will

be determined in respect

of each grant by the

Remuneration Committee.

The Remuneration

Committee has discretion

to amend the formulaic

vesting outturn should: (1)

any formulaic output not

reflect the Remuneration

Committee's assessment of

overall performance; (2)

any formulaic output be

inappropriate in the context

of circumstances that were

unexpected or unforeseen at

the date of grant; or (3) there

be any other reason why an

amendment is appropriate.

Subject to the Remuneration

Committee's discretion to

amend the formulaic vesting

outturn, for the achievement

of threshold performance

in respect of a financial

measure, up to 25%

of the award will vest

rising to 100% of the

award vesting for achieving

or exceeding maximum

performance; for below

threshold performance, none

of the award will vest.

For non-financial measures,

vesting will be determined

between 0% and 100%

depending upon the

Remuneration Committee's

assessment of the extent

to which the measure has

been achieved.

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

108 Directors' Remuneration Report (Continued)

Notes to the Policy table

Recovery provisions

The annual bonus and long term incentive awards are subject to malus and clawback provisions as follows:

Annual bonus

For up to two years following the payment of an annual bonus award, the Remuneration Committee may require the repayment of

some or all of the cash award in the relevant circumstances (clawback). Deferred bonus awards which have not yet vested may be

cancelled or reduced in the relevant circumstances (malus). For up to one year following the first instalment of a deferred bonus

award vesting, the Remuneration Committee may require the repayment of some or all of the shares acquired pursuant to the

deferred bonus award in the relevant circumstances (clawback).

Long term incentive awards

The Remuneration Committee has the right to reduce, cancel or impose further conditions on unvested awards in the relevant

circumstances (malus). For up to two years following the vesting of a long term incentive award the Remuneration Committee may

require the repayment of some or all of the award in the relevant circumstances (clawback).

Circumstances in which malus and/or clawback may be applied.

Malus or clawback may be applied in the event of:

• A material misstatement of the Group's financial results.

• An error in the information or assumptions on which the award was granted or vests including an error in assessing any

applicable performance conditions.

• A material failure of risk management by the Group.

• Serious reputational damage to the Group.

• Material misconduct on the part of the participant.

• Material corporate failure.

Share ownership guidelines

To align Executive Directors with shareholders and provide an ongoing incentive for continued performance, the Remuneration

Committee has adopted formal share ownership guidelines, which apply both during and after employment. The Remuneration

Committee retains discretion to vary these provisions in exceptional circumstances.

In-Service Share Ownership Guideline

Executive Directors are required to build and maintain a minimum level of shareholding equal to their normal annual LTIP

opportunity. Executive Directors will be required to retain half of any post-tax (and if relevant, post exercise price) awards which

vest under the long term incentive plans and half of any post-tax shares which vest under a deferred bonus award, until the share

ownership guideline has been satisfied. Shares which are fully owned with no outstanding vesting criteria count towards the share

ownership guideline together with shares subject to deferred bonus awards and shares subject to Performance Shares Awards

which have vested but which are in a holding period (in each case, on a net of tax basis).

Post-Employment Share Ownership Requirement

Shares are subject to this requirement only if they are acquired from long term incentive or deferred bonus awards granted

after 1 January 2019. Following employment, an Executive Director must retain such of the relevant shares as have a value at

cessation equal to their in-service share ownership requirement, with the required holding tapering to zero over a two-year period.

If the Executive Director holds less than the required number of relevant shares at any time, they will be required to retain all of

those shares.

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

109

Strategic reportCorporate GovernanceFinancial statementsOther information

Component

and purpose

Operation Maximum potential

Non-

Executive Directors

Non-Executive

Directors’ fees

and benefits

To compensate Non-

Executive Directors

for their services to

the Group.

The Chair's fees are set by the

Remuneration Committee.

The fees of other Non-Executive Directors are

determined by the Board.

The Chair and Non-Executive Directors may be eligible

to receive benefits such as the use of secretarial

support, assistance with the preparation of tax returns,

or other benefits that may be appropriate.

Travel and accommodation expenses in connection

with attendance by the Chair and Non-Executive

Directors at relevant meetings (and any tax thereon)

are paid by the Company.

The Chair and Non-Executive Directors do not

participate in any of the Group's incentive plans and

do not receive pension contributions.

There is no overall maximum, but fees are set taking

into account the responsibilities of the role, expected time

commitment and market competitive fee levels.

Fees may be structured on the basis of a base fee with

additional fees for one or more of the following: (1) chairing a

Board Committee; (2) being a member of a Board Committee;

(3) holding the position of Vice Chair or Senior Independent

Director (or any other relevant role); (4) having regard to the

additional time commitments associated with the fulfilment

of their role by a Non-Executive Director taking into account

their location.

A proportion of the fees may be subject to a requirement that

the after-tax amount will be applied in the acquisition of shares

at market value which must be retained for a specified period.

Service contracts and policy on payment for loss of office

The Company's policy is for Executive Directors’ service contracts to have a notice period of up to 12 months. Non-Executive

Directors are engaged on initial three year contracts and thereafter on one-year rolling contracts subject to annual re-election by

shareholders. Details of the notice periods in the Executive Directors’ service contracts and in the Non-Executive Directors’ letters

of appointment are set out below.

Service contracts Date of appointment Notice period

Dr. Frank Mathias 27 March 2023 12 months

Dr. Lucinda Crabtree 2 September 2024 12 months

Letters of appointment Date of appointment Notice period

Dr. Roch Doliveux 24 June 2020 3 months

Stuart Henderson

1 June 2016 -

Professor Dame Kay Davies 1 March 2021 3 months

Colin Bond 1 January 2025 3 months

Laurence Espinasse 24 July 2024 3 months

Robert Ghenchev 24 June 2019 3 months

Namrata Patel 13 April 2022 3 months

Dr. Heather Preston 15 March 2018 3 months

Peter Soelkner 15 March 2024 3 months

Stuart Henderson's contract will end on 11 June 2025 when he shall be retiring from the Board.

All Directors are subject to re-election by shareholders on an annual basis.

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

110

Directors' Report

For the year ended 31 December 2024

The Directors present their Annual report and audited consolidated financial statements (Annual report and accounts) for the year

ended 31 December 2024 as set out on pages 115-170. This report should be read in conjunction with the Corporate Governance

Report on pages 67-114. Discussions regarding financial information contained in this Annual report and accounts may contain

forward-looking statements with respect to certain plans, current goals and expectations relating to the future financial condition,

business performance and results of the Group and the Company. By their nature, all forward looking statements involve risk and

uncertainty because they relate to future events and circumstances that are beyond the control of the Group and the Company.

Readers are cautioned that, as a result, the actual future financial condition, business performance and results of the Group may

differ materially from the plans, goals and expectations expressed or implied in such forward-looking statements.

Strategic report

The Strategic report, including the outlook for 2025 is on pages 1-66. The Directors consider that the Annual report and accounts,

taken as a whole, are fair, balanced and understandable. In reaching this conclusion, the Audit Committee initially discussed the

requirements with the Group's auditors when discussing the strategy for the 2024 audit and the full Board have had an opportunity

to review and comment on the contents of the Annual report and accounts. Since the Board met six times for routine meetings in

2024, the Directors consider that they are sufficiently well informed to be able to make this judgement.

Key Financial and Non-Financial Performance Indicators (KPIs)

KPIs are outlined in the Financial review section on pages 16-25.

Corporate Governance

The Group's statement on corporate governance is included in the Corporate Governance Report on pages 67-114, which forms

part of this Directors’ Report.

Risk Management

The Group's exposure to risks is set out on pages 59-66 (Principal risks, uncertainties and risk management framework) and on

page 132 (note 3: Financial risk management).

Dividends

The Directors do not recommend payment of a dividend (2023: £nil).

Political donations and expenditure

The Group did not make any political donations during the year.

Directors

Details of the Directors of the Company who were in office during the year and up to the date of signing the financial statements

are detailed on pages 68-69. The contracts of employment of the Executive Directors are each subject to a twelve month notice

period. The Directors’ remuneration and their interests in the share capital of the Company as at 31 December 2024 are disclosed in

the Directors’ Remuneration Report on pages 98-104.

Appointment and replacement of Directors

Directors may be appointed by an ordinary resolution at any general meeting of shareholders, or may be appointed by the existing

Directors, provided that any Director so appointed shall retire at the next AGM and may offer themselves for re-election. In order to

ensure that the Company complies with the 2018 and 2024 UK Corporate Governance Code all Directors will retire at each AGM

and may offer themselves for re-election. Any Director may appoint another Director or another person approved by the other

Directors as an alternate Director.

Directors’ third-party indemnity provision

The Group maintains a qualifying third-party indemnity insurance policy to provide cover for legal action against its Directors. This

was in force throughout 2024 and will remain in place at the date of this report.

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

111

Strategic reportCorporate GovernanceFinancial statementsOther information

Share Capital

Structure of the Company's capital

At 31 December 2024, the Company had 105,961,199 ordinary shares in issue, all allotted and fully paid. The shares have attached

to them full voting, dividend and capital distribution rights (including on a winding up). The shares do not confer any rights of

redemption. There are no restrictions on the transfer of shares in the Company or on voting rights. All shares are admitted to the

Equity Shares (Commercial Companies) (ESCC) category of the

Official List of the Financial Conduct Authority and to trading on the

London Stock Exchange's Main Market for listed securities.

Rights to issue and buy back shares

Each year at the AGM, the Directors seek rights to allot shares. The authority, when granted, lasts for 15 months or until the

conclusion of the next AGM if sooner. At the last AGM held at the Group's offices on 24 June 2024, authority was given to allot

up to an aggregate maximum nominal amount of £16,667,666 (that number being one-third of the total issued share capital

of the Company at the time), subject to the normal pre-emption rights reserved to shareholders contained in the Companies

Act 2006 and to further allot up to an aggregate maximum nominal amount of £16,667,666, solely in a rights issue. Authority

was also given, subject to certain conditions, to waive pre-emption rights over up to a maximum aggregate nominal value of

£5,000,300, equivalent to 10% of the Company’s issued ordinary share capital for cash and an additional authority was also given

to waive pre-emption rights over up to a further maximum aggregate nominal value of £5,000,300, equivalent to 10% of the

Company’s issued ordinary share capital for use in connection with an acquisition of specified capital investment announced

contemporaneously with the issue, or that has taken place in the 12-month period preceding the announcement of the issue. No

rights have been granted to the Directors to buy back shares.

Substantial shareholdings

At 31 December 2024, the Company had been notified of the following shareholdings amounting to 3% or more of the ordinary

share capital of the Company.

Shareholder Number of ordinary shares Percentage of issued share capital

Novo Holdings (Copenhagen) 12,048,802 11.37

Institut Mérieux SA (Lyon) 11,510,481 10.86

Vulpes Investment Mgt (Singapore) 8,442,140 7.97

M&G Investments (London) 6,011,713 5.67

Liontrust Asset Mgt (London) 4,866,374 4.59

Columbia Threadneedle Investments (London) 4,618,129 4.36

Briarwood Chase Mgt (New York) 3,705,200 3.50

Hargreaves Lansdown Asset Mgt (Bristol) 3,590,722 3.39

Serum Life Sciences Ltd (UK) 3,382,950 3.19

BlackRock Investment Mgt (London) 3,330,161 3.14

Interactive Investor (Manchester) 3,198,468 3.02

At 21 March 2025 , the latest practicable date prior to approval of the Directors’ Report, the Company had been notified of the

following shareholdings amounting to 3% or more of the ordinary share capital of the Company.

Shareholder Number of ordinary shares Percentage of issued share capital

Novo Holdings (Copenhagen) 12,048,802 11.37

Institut Mérieux SA (Lyon) 11,510,481 10.86

Vulpes Investment Mgt (Singapore) 8,447,390 7.97

Briarwood Chase Mgt (New York) 6,708,411 6.33

M&G Investments (London) 5,872,847 5.54

Columbia Threadneedle Investments (London) 3,834,977 3.62

Hargreaves Lansdown Asset Mgt (Bristol) 3,475,237 3.28

Serum Life Sciences Ltd (UK) 3,382,950 3.19

On 03 April 2025, Briarwood Chase Management LLC reported that their interest in the share capital of the Company has reached

10.54%. No person holds shares carrying special rights with regard to control of the Company.

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

112 Directors' Report (Continued)

Research and Development

The Group's strategy is centred on being a global quality and innovation-led CDMO in cell and gene therapy. Research and

development activities are therefore focussed on making improvements to platforms and automation where possible.

Statement of employee engagement

In accordance with s172 of the Companies Act 2006, the Group communicates and consults regularly with employees throughout

the year. Employees’ involvement in the Group's performance is encouraged though the various communication forums, where

information is shared and specific Q&A time is available with the CET for employees to ask questions. All employees who have

completed probation are eligible to participate in discretionary bonus schemes and the Save as You Earn Scheme.

The Group has an established WEP comprising employees representing all levels and functions in the UK and the US and the

process of recruiting employees in France to join the WEP committee has commenced. During 2024, OXB France had a 'Happy

Committee' with the aim of engaging employees and gathering feedback in a similar manner to the WEP. Further details regarding

the WEP can be found in the Nomination Committee Report on page

78.

The importance of the WEP and its contribution to the Group is evident through the initiatives undertaken in 2024. In March

2024, new WEP members attended a training session to fully understand the role of WEP. Terms of engagement were established

and roles and responsibilities were discussed and allocated to ensure its ongoing governance and effectiveness. In April 2024, Dr.

Frank Mathias, Chief Executive Officer and Lisa Doman, Chief People Officer attended the WEP meeting to welcome the new WEP

members and encouraged them to discuss the topics openly. Additionally in 2024, a WEP feedback form was introduced in order to

facilitate and simplify the process of providing feedback and sharing suggestions with OXB for employees globally.

Thierry Cournez, Chief Operating Officer met the WEP members to discuss the Group's progress and Dr. Mathias and Ms. Doman

attended a further meeting to listen to the employee feedback and update the WEP on the interim results. In December 2024, the

Group engaged with the workforce through WEP meeting to explain how Executive pay aligns with the wider Group pay policy.

WEP members received information relating to recent trends in executive pay and were given the opportunity to provide feedback

and discuss the topic with their respective teams. In particular, the WEP received a briefing on the role of the Board and how it

has changed to fit the new Group strategy, its annual re-election and its purpose, namely to ensure a tactical balance to effectively

support and challenge the CEO at the same time.

Further details on how the Group engaged with its employees, including keeping employees informed of matters of concern and

awareness of the financial and economic factors affecting the performance of the Group can be found in the Group's Stakeholders

section of the Strategic Report on pages 27-33.

The Group's aim for all members of staff and applicants for employment is to fit the qualifications, aptitude and ability of each

individual to the appropriate job and to provide equal opportunities regardless of sex, religion or ethnic origin. The Group is

committed to recognising and supporting the skills and experiences of individuals with disabilities (both visible and invisible) during

the hiring process and continuing throughout employees’ careers and development.

Further details on employees, health and safety, environmental matters and corporate social responsibility can be found in the ESG

report on pages 38-58.

Employee share schemes

The Group has established an Employee Benefit Trust (EBT) to hold shares purchased in order to settle shares awarded to Executive

Directors and other senior managers under the 2013 Deferred Bonus Plan. As at 31 December 2024, the EBT held 1,300 shares

with a value of £5,400 on which all the related options have vested. The EBT also administers the 2015 Deferred and LTIP bonus

plans in as far as subscribing for and applying the share capital for nil cost options in the Company exercised by employees.

Settlement of the funds occurs through the Group. At the end of 2024, bonuses to senior management with a value of £451,000

(2023: nil) vested with none converted to nil cost options during 2024. Refer to note 26 of the consolidated financial statements for

further information.

Factoring stakeholder engagement into Board decisions

By thoroughly understanding the Group's key stakeholder groups, the Group can factor their needs and concerns into Boardroom

discussions. Further information on the Group's stakeholders can be found on pages 27-33 and in the Corporate Governance

Report on pages 72-76. A stakeholder mapping was initiated during the year and and it was concluded that the current stakeholders

remain relevant to the business.

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

113

Strategic reportCorporate GovernanceFinancial statementsOther information

Financial instruments and related matters

Included in note 3, on pages 132-

133, are the Group's financial risk factors and policies and an indication of the Group's exposure to

certain risks. Those elements form part of this Annual report and accounts and are incorporated by reference.

Agreements that take effect, alter, or terminate because of a takeover bid or on change of control

There are no such agreements that the Directors consider are material. There are no agreements providing for compensation for

loss o

f office for Directors or employees in the event of a takeover bid.

Going Concern

Details of Going Concern are included in the Financial Review section of the Strategic report on pages 16-

25.

Viability Statement

Details of Viability Statement are included in the Financial Review section of the Strategic report on pages 16-25.

Amendment of the Company's articles of association

Amendment of the Company's articles may be made by special resolution at a general meeting of shareholders.

Compliance with UK Listing Rule 6.6.1R

The Directors have reviewed the requirements of UKLR 6.6.1R. The majority of these do not apply to the Group but the following

e applicable.

Listing Rule Information required Response

UKLR 6.6.1R (4)

nd (5)

Arrangement under which a

irector has waived current or

future emoluments.

Robert Ghenchev and Laurence Espinasse elected to receive no fees for their

ervices as a Director (page 93).

UKLR 6.6.1R (6)

nd (7)

Allotment of shares other than to

xisting shareholders in proportion

to holdings.

Allotment of shares on exercise of options by employees under approved share

chemes (note 26, pages 148-150).

Subscription of shares by TSGH SAS, a subsidiary of Institut Mérieux SA in respect

f a EUR20million (£16.9million) investment (note 13, page 139)

Statement of Directors’ responsibilities in respect of the Annual report and accounts

The Directors are responsible for preparing the Annual report and accounts 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

epared the Group and the Company financial statements in accordance with UK-adopted international accounting standards.

Under Company law, the Directors must not approve the financial statements unless they are satisfied that they give a true and fair

view o

f the state of affairs of the Group and the Company and of the Group's profit or loss for that period.

In preparing financial statements, the Directors are required to:

• Select suitable accounting policies and then apply them consistently.

• State whether applicable UK-adopted international accounting standards have been followed, subject to any material departures

disclosed and explained in the financial statements.

• 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 and the

Company will continue in business.

The Directors are responsible for safeguarding the assets of the Group and the Company and hence for taking reasonable steps for

the pr

evention and detection of fraud and other irregularities.

The Directors are also responsible for keeping adequate accounting records that are sufficient to show and explain the Group's

and the Company's transactions and disclose with r

easonable accuracy at any time the financial position of the Group and the

Company and enable them to ensure that the financial statements and the Directors’ Remuneration Report comply with the

Companies Act 2006.

The Directors are responsible for the maintenance and integrity of the Company's website. Legislation in the UK governing the

eparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

114 Directors' Report (Continued)

Directors' confirmations

Each of the Directors, whose names and functions are listed in the Strategic Report, confirm that, to the best of their knowledge:

• The Group and the Company financial statements, which have been prepared in accordance with the UK-adopted international

accounting standar

ds, give a true and fair view of the assets, liabilities and financial position of the Group and the Company and

of the loss of the Group; and

• The Strategic Report includes a fair review of the development and performance of the business and the position of the Group

and the Company, together with a description of the principal risks and uncertainties that they face.

In the case of each Director in office at the date the Directors’ report is approved:

• So far as the Director is aware, there is no relevant audit information of which the Group’s and the Company’s auditors are

unawar

e; and

• They have taken all the steps that they ought to have taken as a Director in order to make themselves aware of any relevant audit

information and to establish that the Group’s and the Company’s auditors are aware of that information.

Independent auditors

A resolution concerning the re-appointment of PricewaterhouseCoopers LLP will be proposed at the Company's AGM in 2025.

Greenhouse gas emissions report

Details on greenhouse gas emissions are set out in the ESG Report in the Strategic Report on page 42-51.

Statement of engagement with suppliers, clients and others

The statement of how the Directors have engaged with suppliers, clients and others is described in the Group's Stakeholders

section of the Strategic Report on pages 27-33, with a working example in action on pages 34-35.

Annual General Meeting (AGM)

The AGM will be held on Wednesday 11 June 2025 at the Group's offices at Windrush Court, Transport Way, Oxford, OX4 6LT. The

Group encourages shareholders to attend the AGM in person and vote by proxy.

By order of the Board

Dr. Lucinda Crabtree

Director

09 April 2025

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CONTENTS

Financial statements

Consolidated Statement of Comprehensive Income

116

Consolidated and Company Statements of

Financial Position

117

Consolidated and Company Statements of Cash Flows

118

Consolidated Statement of Changes in Equity

119

Company Statement of Changes in Equity Attributable to

Owners of the Parent

120

Notes to the Financial Information

121

Independent Auditors' Report

159

Oxford Biomedica PLC | Annual Report and Accounts 2024 | Financial statements

116

Consolidated Statement of Comprehensive Income

for the year ended 31 December 2024

		Dec-24	Dec-23
			Re-presented 1
	Notes	£'000	£'000
Continuing operations
Revenue	4	12 8,7 97	89 ,53 9
Cost of sales		(7 5,7 76)	(49 ,8 12)
Gross profit		53 ,02 1	39, 727
Operating costs		(5 7,2 61)	(86 ,1 63)
Innovation costs		(4 ,54 4)	(11 ,4 71)
Commercial costs		(6 ,35 6)	(3,9 11)
Administration expenses		(2 9,4 20)	(26 ,8 93)
Impairment of assets		-	(9 9,2 84)
Other operating income	4	5, 254	2, 803
(Loss)/ gain on sale and leaseback		(6 9)	1 ,01 8
Operating (loss)		(3 9,3 75)	(18 4,1 74)
Finance income	6	3, 236	4, 910
Finance costs	6	(1 1,1 26)	(9, 263)
(Loss) before tax		(4 7,2 65)	(18 8,5 27)
Taxation (expense)/credit	8	(1 ,34 4)	4,3 65
(Loss) for the period		(4 8,6 09)	(18 4,1 62)
Other comprehensive (expense)
Foreign currency translation differences		(7 37)	(5, 307)
Other comprehensive (expense)		(7 37)	(5, 307)
Total comprehensive (expense)		(4 9,3 46)	(18 9,4 69)
(Loss) attributable to:
Owners of the Company		(4 3,1 90)	(15 7,4 90)
Non-controlling interest	34	(5 ,41 9)	(26 ,6 72)
		(4 8,6 09)	(18 4,1 62)
Total comprehensive expense attributable to:
Owners of the Company		(4 3,8 78)	(16 1,3 59)
Non-controlling interest	34	(5 ,46 8)	(28 ,1 10)
		(4 9,3 46)	(18 9,4 69)
Basic and Diluted (loss) per ordinary share	9	(4 1.7 5)	(16 3. 11)

The prior year has been re-presented - please refer to Note 37.

The loss for the year is attributable to the owners of the Company.

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Consolidated and Company Statements of Financial Position

As at 31 December 2024

			Group		Company
			Dec-24	Dec-23	Dec-24	Dec-23
		Notes	£'000	£'000	£'000	£'000
Assets
Non-current assets
Intangible assets & goodwill	11		29 ,21 9	30 ,98 1	-	-
Property, plant and equipment	12		64 ,29 6	75 ,69 2	33,342	36,543
Investments in and loans to s ubsidiary undertakings	13		-	-	243,560	246,738
Trade and other receivables	15		4, 934	4 ,34 0	-	-
			98 ,44 9	111, 01 3	276,902	283,281
Current assets
Inventories	14		13 ,57 3	12 ,87 2	-	-
Trade and other receivables	15		58 ,97 1	24 ,74 1	-	-
Cash and cash equivalents	16		60 ,65 0	103, 71 6	16,950	47
			13 3,1 94	141 ,3 29	16,950	47
Current liabilities
Trade and other payables	17		26 ,16 9	17 ,80 2	268	1,578
Provisions	19		1, 152	74 7	-	-
Contract liabilities	18		23 ,63 0	21 ,59 8	-	-
Deferred income	18		56 2	514	-	-
Loans	20		28 1	-	-	-
Lease liabilities	32		4, 139	3 ,65 4	758	740
Put/ call option liability	21		2, 388	-	-	-
			58 ,32 1	44 ,31 5	1,026	2,318
Net current assets / (liabilities)			74 ,87 3	97 ,01 4	15,924	(2,272)
Non-current liabilities
Provisions	19		7, 424	7 ,71 0	2,430	2,715
Contract liabilities	18		50	4 ,49 4	-	-
Deferred income	18		1, 020	83 7	-	-
Loans	20		39 ,79 0	38 ,53 4	39,790	38,534
Lease liabilities	32		64 ,55 1	69 ,27 0	32,942	34,199
Put/ call option liability	21		-	9, 348	-	-
			11 2,8 35	130 ,1 93	75,162	75,448
Net assets			60 ,4 87	77, 834	217,664	205,561
Equity attributable to owners of the parent
Ordinary shares	24		52 ,98 1	48,4 03	52,981	48,403
Share premium account	25		39 4,8 56	380 ,3 33	394,856	380,333
Other reserves	29		8, 709	(1, 81 2)	5,706	1,580
Accumulated losses	28		(3 99, 50 0)	(3 52, 91 8)	(235,879)	(224,756)
Equity attributable to owners of the Company			57 ,04 6	74,0 06	217,664	205,561
Non-controlling interest	34		3, 441	3 ,82 8	-	-
Total equity			60 ,48 7	77,8 34	217,664	205,561

The Company made a loss for the year of £12, 810, 000 (2023: £119, 947 ,000).

The consolidated and company notes to the inancial statements on pages 121-158 were approved by the Board of Directors on

9 April 2025 and were signed on its behalf by:

Dr. Frank Mathias

Chief Executive Officer

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

118

Consolidated and Company Statements of Cash Flows

for the year ended 31 December 2024

		Group		Company
		2024	2023	2024	2023
	Notes	£’000	£’000	£’000	£’000
Cash flows from operating activities
Cash (consumed in) operations	30	(5 0,6 66)	(36 ,0 27)	(2,046)	(9,847)
Tax credit received		-	7,5 10	-	-
Net cash used in operating activities		(5 0,6 66)	(28 ,5 17)	(2,046)	(9,847)
Cash flows from investing activities
Acquisition of subsidiary, net of cash acquired	35	9, 004	-	-	-
Purchases of property, plant and equipment	12	(7 ,49 6)	(9, 832)	-	-
Proceeds on disposal of property, plant
and equipment	12	-	8, 390	-	-
Loans from/(to) subsidiary		-	-	9,142	(2,318)
Interest received		4, 124	4 ,24 8	-	-
Net cash generated from/(used) in investing activities		5, 632	2 ,80 6	9,142	(2,318)
Cash flows from financing activities
Proceeds from issue of ordinary share capital	24,25	17 ,52 6	651	17,526	651
Interest paid	20	(4 ,08 6)	(4, 136)	(4,090)	(4,136)
Loans repaid	20	(4 66)	-		-
Payment of lease liabilities	32	(4 ,72 3)	(3, 117)	(1,170)	(683)
Payment of lease liabilities interest	32	(5 ,34 3)	(6, 101)	(2,330)	(2,817)
Net cash generated from/(used in)
financing activities		2, 908	(12 ,70 3)	9,936	(6,985)
Net decrease in cash and cash equivalents		(42, 12 6)	(38, 41 4)	17,032	(19,150)
Cash and cash equivalents at 1 January	16	10 3,7 16	141 ,2 85	47	19,197
Movement in foreign currency balances		(94 0)	84 5	(129)	-
Cash and cash equivalents at 31 December	16	60 ,65 0	103, 71 6	16,950	47

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Consolidated Statement of Changes in Equity

for the year ended 31 December 2024

					Reserves
			Share						Non-
		Ordinary	premium		Other	Accumulated			controlling	Total
		shares	account	Merger	Equity	Translation	losses	Total	interest	equity
Group	Notes	£'000	£'000	£'000	£'000	£'000	£'000	£'000	£'000	£'000
At 1 January 2023		48 ,13 2	379, 95 3	2, 291	(35, 00 3)	7, 825	(1 98, 545)	20 4, 653	3 1,5 39	23 6,1 92
Loss for period		-	-	-	-	-	(157 ,4 90)	(15 7,4 90)	(2 6,6 72)	(18 4, 162)
Foreign currency
translation differences		-	-	-	-	(3 ,86 9)	-	(3, 869)	(1, 438)	(5, 30 7)
Other comprehensive expense		-	-	-	-	(3, 869)	-	(3 ,86 9)	(1 ,4 38)	(5,3 07)
Total comprehensive expense for the period		-	-	-	-	(3 ,86 9)	(15 7,4 90)	(1 61, 35 9)	(2 8,1 10)	(1 89, 46 9)
Transactions with owners:
Share options
Proceeds from shares issued		271	38 0	-	-	-	-	651	-	651
Value of employee services		-	-	-	-	-	3, 11 7	3, 117	399	3,5 16
Total contributions		271	3 80	-	-	-	3, 11 7	3, 76 8	39 9	4, 16 7
Changes in ownership interests:										-
Put/ call option revaluation		-	-	-	26, 944	-	-	26,9 44	-	26 ,9 44
At 31 December 2023		48, 40 3	38 0, 333	2, 291	(8,0 59)	3,95 6	(35 2, 918)	74 ,00 6	3 ,82 8	77, 834
Loss for period		-	-	-	-	-	(43 ,1 90)	(4 3,1 90)	(5,4 19)	(4 8,6 09)
Foreign currency
translation differences		-	-	-	-	(688)	-	(68 8)	(4 9)	(737)
Other comprehensive income		-	-	-	-	(688)	-	(688)	(49)	(7 37)
Total comprehensive expense for the period		-	-	-	-	(6 88)	(43 ,1 90)	(43 ,87 8)	(5 ,4 68)	(49 ,34 6)
Transactions with owners:
Shares
Proceeds from shares issued	24,25	4, 578	1 4, 523	4,1 26	-	-	(3 94)	2 2,8 33	-	22 ,83 3
Value of employee services	28	-	-	-	-	-	2, 07 9	2, 079	4	2 ,08 3
Total contributions		4,5 78	14 ,52 3	4 ,12 6	-	-	1 ,68 5	24, 912	4	24, 91 6
Changes in ownership interests:										-
NCI recapitalisation		-	-	-	-	-	(5 ,07 7)	(5 ,07 7)	5,07 7	-
Put/ call option revaluation	29	-	-	-	7,0 83	-	-	7,0 83	-	7 ,08 3
At 31 December 2024		52 ,98 1	394 ,85 6	6 ,41 7	(9 76)	3, 268	(39 9, 500)	57 ,04 6	3 ,44 1	60,4 87

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120

Company Statement of Changes in Equity Attributable to Owners of

the Parent

for the year ended 31 December 2024

Reserves

Ordinary

premium

account Merger

Other

Equity

Accumulated

losses Total

Company

Notes

£'000 £'000 £'000 £'000 £'000 £'000

At 1 January 2023 48,132 379,953 1,580 25,263 (133,403) 321,525

Loss for period - - - - (119,947) (119,947)

Total comprehensive expense for

the period - - - - (119,947) (119,947)

Transactions with owners:

Share options

Proceeds from shares issued

24,25

271 380 - - (184) 467

Value of employee services

- - - 3,516 - 3,516

At 31 December 2023 48,403 380,333 1,580 28,779 (253,534) 205,561

Loss for period - - - - (12,810) (12,810)

Foreign currency translation differences - - - - - -

Total comprehensive expense for

the period - - - - (12,810) (12,810)

Transactions with owners:

Proceeds from shares issued 4,578 14,523 4,126 - (396) 22,831

Value of employee services - - - 2,083 - 2,083

Total contributions 4,578 14,523 4,126 2,083 (396) 24,914

At 31 December 2024 52,981 394,856 5,706 30,862 (266,740) 217,665

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Notes to the Financial Information

1 Accounting policies

Oxford Biomedica plc (the Company) is a public company limited by shares, incorporated and domiciled in England and listed on

the London Stock Exchange. The consolidated financial statements for the year ended 31 December 2024 comprise the results of

the Company and its subsidiary undertakings (together referred to as OXB or the Group).

As at 31 December 2024, the Company's principal subsidiaries were Oxford Biomedica (UK) Limited (OXB UK), Oxford Biomedica

(US) Inc. (OXB US Inc), Oxford Biomedica (US) LLC (OXB US) and Oxford Biomedica (France) SAS (OXB France).

The Group is a cell and gene therapy contract development and manufacturing organisation providing services to third parties as

well as performing internal research and development for its own purposes. The Group has no marketed pharmaceutical products.

Basis of preparation

The principal accounting policies adopted in the preparation of these financial statements are set out below. These policies have

been consistently applied to all the financial years presented, unless otherwise stated.

The Group and the Company financial statements were prepared in accordance with UK-adopted international accounting

standards and with the requirements of the Companies Act 2006 as applicable to companies reporting under those standards.

As stated in the Directors report and more fully explained below, the financial statements have been prepared on a going

concern basis.

A summary of the material Group accounting policies is set out below.

The preparation of the financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also

requires management to exercise its judgement in the process of applying the Group's accounting policies. The areas involving

a higher degree of judgement or complexity, or where assumptions and estimates are material to the financial statements, are

disclosed in note 2.

Measurement convention

The financial statements are prepared on the historical cost basis except for the following assets and liabilities that are stated at their

fair value:

• Put/ call option liability

Going concern

The financial position of the Group and the Company, their cash flows and the liquidity position are described in the Financial

Statements and notes to these financial statements section of this Annual report and accounts. 

The Group and the Company made a loss after tax for the year ended 31 December 2024 of £(48.6) million and £(12.8) million

respectively and consumed net cash flows from operating activities for the year of £50.7 million and £2.0 million.

The Group also:

• Closed the acquisition of ABL Europe SAS (OXB France) in January 2024 for a consideration of €15 million, (including €10million

of pre-completion cash funding from Institut Mérieux).

• Ended the period with cash and cash equivalents of £60.7 million. 

In considering the basis of preparation of the FY24 Annual report and accounts, the Directors have prepared cash flow forecasts for

a period of at least 12 months from the date of approval of these financial statements, based in the first instance on the Group’s

2025 latest forecast and forecasts for 2026. The Directors have undertaken a rigorous assessment of the forecasts in a base case

scenario and assessed identified downside risks and mitigating actions. These cash flow forecasts also take into consideration

severe but plausible downside scenarios including: 

• Commercial challenges leading to a substantial manufacturing and development revenue downside affecting both the

LentiVector® platform and AAV businesses.

• Considerable reduction in revenues from new clients.

• Removal of any future licence revenues.

• The potential impacts of a downturn in the biotechnology sector on the Group and its clients including expected revenues from

existing clients under long term arrangements.

Under both the base case and mitigated downside scenario, the Group and the Company have sufficient cash resources to

continue in operation for a period of at least 12 months from the date of approval of these financial statements.

In the event of all the downside scenarios above crystallising, the Group and the Company would continue to comply with its

existing loan covenants until the maturity of the Oaktree loan without taking any mitigating actions, but the Board has mitigating

actions in place that are largely within its control that would enable the Group to reduce its spend within a reasonably short

time-frame to increase the Group and the Company’s cash covenant headroom as required by the Oaktree loan facility. Specifically,

the Group will continue to monitor its performance against the base case scenario and if base case cash-flows do not crystallise,

start taking mitigating action by the end of Q4 2025 which may include rationalisation of facilities and rightsizing the workforce.

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

122 Notes to the Financial Information (Continued)

In addition, the Board has confidence in the Group and the Company’s ability to continue as a going concern for the

following reasons:

As noted above, the Group has cash balances of £60.7 million at the end of December 2024.

• £141 million of 2025 forecasted revenues are covered by contracted client orders which give confidence in the level of revenues

forecast over the next 12 months.

• The Group intends to delay the construction element of its Oxbox manufacturing facility expansion to now take place during

2028 and 2029.

• The Group’s ability to continue to be successful in winning new clients and building its brand as demonstrated by successfully

entering into new client agreements including with multiple new clients over the last six months.

• The Group has the ability to control capital expenditure costs and lower other operational spend, as necessary. 

Taking account of the matters described above, the Directors are confident that the Group and the Company will have sufficient

funds to continue to meet their liabilities as they fall due for at least 12 months from the date of approval of the financial statements

and therefore have prepared the financial statements on a going concern basis.

Accounting developments

At the date of authorisation of these Group financial statements, several new, but not yet effective, Standards and amendments

to existing Standards and interpretations have been published by the IASB. None of these Standards or amendments to existing

Standards has been adopted early by the Group.

IFRS 18 Presentation and Disclosure in Financial Statements (effective for annual periods beginning on or after 1 January 2027)

will replace IAS 1 Presentation of financial statements, introducing new requirements that will help to achieve comparability of the

financial performance of similar entities and provide more relevant information and transparency to users. Even though IFRS 18 will

not impact the recognition or measurement of items in the financial statements, its impacts on presentation and disclosure are

expected to be pervasive, in particular those related to the statement of

financial performance and providing management-defined

performance measures within the financial statements. Management is currently assessing the detailed implications of applying the

new standard on the Group’s consolidated financial statements.

The Directors anticipate that all relevant pronouncements will be adopted for the first period beginning on or after the effective

date of the pronouncement. New Standards, amendments and interpretations not adopted in the current year have not been

disclosed as they are not expected to have a material impact on the Group financial statements.

Basis of consolidation

The consolidated financial statements comprise the Company and its subsidiary undertakings for the year to 31 December each

year. Subsidiaries are entities that are directly or indirectly controlled by the Company. Subsidiaries are consolidated from the date

at which control is transferred to the Group. Control exists where the Group has the power to govern the financial and operating

policies of the entity so as to obtain benefits from its activities. The Group does not currently have any associates.

All intra-group transactions and balances are eliminated on consolidation.

Foreign currencies

Foreign currency transactions

The Group's presentational currency is sterling. Transactions in foreign currencies are translated into sterling at the rate of exchange

ruling at the transaction date. Monetary assets and liabilities denominated in foreign currencies are translated into the functional

currency at the exchange rate at the reporting date. Non-monetary items that are measured at fair value in a foreign currency

are translated into functional currency at the exchange rate when the fair value was determined. Non-monetary items that are

measured at historical cost in a foreign currency are translated at the exchange rate at the date of the transaction. Foreign currency

differences are generally recognised in profit or loss and presented within operational costs.

Foreign operations

The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated

into sterling at the exchanges rates at reporting date. The income and expenses of foreign operations are translated into sterling at

the average exchange rate for the year, with the exception of the impairment charge in 2023 which has been translated at the year

end rate.

Foreign currency differences are recognised in Other Comprehensive Income (OCI) and accumulated in the translation reserve,

except to the extent that the translation difference is allocated to Non-controlling interests (NCI).

The assets and liabilities of foreign operations are translated to the Group's presentational currency at foreign exchange rates

in effect at the Statement of Financial Position date. The revenue and expenses of foreign operations are translated at an

average rate for the year where this rate approximates to the foreign exchange rates in effect at the dates of the translations.

Exchange differences arising from the translation of foreign operations are reported as an item of other comprehensive income

and accumulated in an exchange reserve and subsequently reclassified to the Consolidated Income Statement on disposal of the

net investment.

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

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Revenue

Revenue comprises income derived from manufacturing of clinical product for clients, fees charged for providing development or

procurement services to clients, product and technology licence transactions, royalties, options and milestones.

The Group bioprocesses batches on behalf of clients who use this manufactured clinical product for clinical and commercial

purposes. The manufacturing of a batch creates an asset with no alternative use and the Group has an enforceable right to

payment for performance completed to date, thereby meeting IFRS 15.35. Manufacturing of clinical/commercial product for clients

is therefore recognised on a percentage of completion basis over time as the processes are carried out using the Input Method

under IFRS. Progress is determined based on the achievement of verifiable stages of the process with incremental adjustments

made based on the percentage of completion of the next unachieved verifiable stage. The gross amount due from clients, on all

partnerships with regards to manufacturing batches in progress for which costs incurred plus recognised profits exceed progress

billings, is presented separately as a contract asset within the note 15 to Trade and Other receivables as presented in the Statement

of Financial Position.

Consideration received in excess of the stage of completion will be deferred until such time as it is appropriate to recognise the

revenue. The Group has determined that its contracts with clients do not contain a significant financing component.

In certain agreements there is a provision for delivery of procurement and storage services for clients. These procurement services

are delivered as the activities are completed and revenue recognised at point in time control passes to the client. The storage

services are delivered over time and revenue is recognised as such.

Revenues for providing process development activities to clients are recognised during the period in which the service is rendered

on a percentage of completion basis over time as the processes are carried out. The process development activities are recognised

over time as the activities create an asset that has no alternative use to the Group and the Group has an enforceable right to

payment for the work packages within the process development activity completed to date.

• OXB UK makes use of the output method under IFRS with revenue being recognised based on the achievement of verifiable

stages of the process, except for project management services which are recognised based on the input method.

• As a result of the processes and procedures implemented by OXB US for the purposes of tracking and accounting for its costs

against projects, the Company makes use of the input method under IFRS with revenue being recognised based on the labour

and other resources expended to provide the services as a percentage of the total expected effort to complete the services.

Technology and product licences that have been established by the Group have all been determined as “right to use” licences,

rather than “right to access” licences. As such, the revenue from these licences is recognised at the point in time at which the

licence transfers to the client.

The granting of the licences to the Group's background intellectual property and know-how constitutes a “right to use” licence

as the Group's clients are able to conduct development work on the licence independent of the Group. The Group is incentivised

separately for its performance obligations in relation to development work and milestone payments. The criteria for recognising

these technology licences as “right to access” licences has therefore not been met.

The achievement of milestones relating to manufacturing or process development activities are assessed against the conditions

stipulated in the relevant agreements or contracts. Each milestone is determined as either binary or non-binary.

Milestones that are considered to be binary relate to the achievement of specific events rather than the provision of, for example,

support. These milestones will be recognised in full once it is deemed highly probable that the milestone will be achieved.

Milestones related to the provision of support services are considered to be non-binary. Milestones are recognised on a percentage

of completion basis, but taking into account the likelihood of achievement of the deliverable. Amounts receivable on the

achievement of the milestone represents variable consideration and has been allocated to the relevant performance obligation.

Options to technology licences are considered to form part of the technology licence performance obligation and as such are

recognised when the client exercises the option to obtain that licence. Options to technology licences are not considered to be

material rights because the client needs to pay fair value at point of exercising.

Royalty revenue is recognised as the underlying commercial sales of the underlying manufactured product occur to third parties of

contracted clients.

Cost of sales

Cost of sales comprises the cost of manufacturing clinical product for clients, the cost of client development project activities, the

cost of inventories from procurement services and royalties arising on clients’ licences.

The cost of client development project activities includes the labour costs, overheads and other directly attributable material and

third party costs. Costs are recognised as incurred.

The cost of manufacturing clinical product for clients includes the raw materials, labour costs, overheads and other directly

attributable third party costs. Costs are recognised as incurred.

The cost related to procurement and storage services activities includes the raw materials, labour costs, overheads and other

directly attributable costs incurred. Costs are recognised as control of the inventories passes.

The Group's products and technologies include technology elements that are licensed from third parties. Royalties arising from

such clients’ licences are treated as cost of sales. Where royalties due have not been paid they are included in accruals. Where

revenue is spread over a number of accounting periods, the royalty attributable to the deferred revenue is included in prepayments.

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

124 Notes to the Financial Information (Continued)

Operating costs

Operating expenditure relates to under recovery of operational costs associated with client projects and is charged to the statement

of comprehensive income in the period in which it is incurred.

Employee benefit costs

Employee benefit costs, notably holiday pay and contributions to the Group's defined contribution pension plan, are charged to the

Statement of Comprehensive Income on an accruals basis. The assets of the pension scheme are held separately from those of the

Group in independently administered funds. The Group does not offer any other post-retirement benefits.

Share based payments

The Group's employee share option schemes, long term incentive plans, a Sharesave scheme and deferred bonus plans allow

Group employees to acquire shares of the Company subject to certain criteria. The fair value of options granted is recognised as

an expense of employment in the Statement of Comprehensive Income with a corresponding increase in equity. The fair value

is measured at the date of grant and spread over the period during which the employees become unconditionally entitled to

the options where the options are not nil cost options. Nil cost options are valued at the market price on the date of grant of

the options. The fair value of options granted under the share option schemes and Sharesave scheme is measured using the

Black-Scholes model. The fair value of options granted under the LTIP schemes, which includes market condition performance

criteria, is measured using a Monte Carlo model taking into account the performance conditions under which the options were

granted. The fair value of options granted under the deferred bonus plans is based on the market value of the underlying shares at

the date of grant of these options.

At each financial year end, the Group revises its estimate of the number of options that are expected to become exercisable based

on forfeiture such that at the end of the vesting period the cumulative charge reflects the actual options that have vested, with

no charge for those options which were forfeited prior to vesting. When share options are exercised the proceeds received are

credited to equity.

Options over the Company's shares have been awarded to employees of OXB UK, OXB US, OXB US Inc and OXB France. In

accordance with IFRS 2 ’Share-based Payments’, the expense in respect of these awards is recognised in the subsidiaries’ financial

statements. In accordance with IFRS 2 the Company has treated the awards as a capital contribution to the subsidiaries, resulting in

an increase in the cost of investment and a corresponding credit to reserves.

Employee Benefit Trust

The OXB Employee Benefit Trust (EBT) has been set up to hold market-purchased shares to settle share awards made to Executive

Directors and employees. Within the Company financial statements, the investment in the OXB Employee Benefit Trust forms part

of the Investments and loans in subsidiary, taking the form of a loan to subsidiaries. The EBT is consolidated within the Group

financial statements.

Leases

As a lessee

At commencement or on modification of a contract that contains a lease component, the Group allocates the consideration in

the contract to each lease component on the basis of its relative stand-alone prices. However, for the leases of property, the

Group has elected not to separate non-lease components and to account for the lease and non-lease components as a single

lease component.

The Group recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially

measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the

commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset,

or to restore the underlying asset or site on which it is located, less any lease incentives received.

The right-of-use asset is subsequently depreciated using the straight-line method, from the commencement date to the end of

the lease term. In addition, the right-of-use asset is periodically reduced by impairment losses, if any and adjusted for certain

re-measurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date,

discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group's incremental

borrowing rate. Generally, the Group uses its incremental borrowing rate as the discount rate.

The Group determines its incremental borrowing rate by obtaining relevant interest rates from external financing sources and

makes certain adjustments to reflect the terms of the lease and the type of the asset leased.

Lease payments included in the measurement of the lease liability comprise fixed payments.

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The lease liability is measured at amortised cost using the effective interest method. It is re-measured if:

• there is a change in the Group's estimate of the amount expected to be payable under residual future lease payments.

• the Group changes its assessment of whether it will exercise a purchase, extension or termination option.

• there is a revised in-substance fixed lease payment.

If a lease liability is re-measured, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is

recorded in the Profit or Loss if the carrying amount of the right-of-use asset has been reduced to zero.

The Group presents right-of-use assets in property, plant and equipment and lease liabilities as a category on the face of the

Statement of Financial Position.

Short term or low-value leases

The Group has elected not to recognise right-of-use assets and lease liabilities of short term and low-value leases. The Group

recognises lease payments associated with these leases as an expense on a straight-line basis over the lease term.

Sale & Leaseback

A sale and leaseback is where the Group sells an asset and immediately reacquires the use of the asset by entering into a lease with

the buyer.

For sale and operating leasebacks, generally the assets are sold at fair value and accordingly the profits and loss from the sale

are recognised immediately in the Statement of Profit and loss. The fair value is determined by obtaining a valuation from an

independent property valuation firm.

A sale occurs when control of the underlying asset passes to the buyer. A lease liability is recognised, the associated property, plant

and equipment asset is derecognised and a right of use asset is recognised at the proportion of the carrying value relating to the

right retained. Any gain or loss arising relates to the rights transferred to the buyer.

Finance income and costs

Finance income and costs comprise interest income and interest payable during the year, calculated using the effective interest rate

method. It also includes the revaluation of external loans denominated in a foreign currency.

Financing expenses include interest payable and finance charges on lease liabilities recognised in profit or loss using the effective

interest method and unwinding of the discount on provisions.

Interest income and interest payable is recognised in profit or loss as it accrues, using the effective interest method.

Taxation

In 2024 and before, the Group was entitled to claim tax credits in the United Kingdom for certain research and development

expenditure. The Group receives a Research and Development Expenditure Credit (’RDEC’) which is accounted for as a reduction

in research and development costs in the Statement of Comprehensive Income and within trade and other receivables in the

Statement of Financial Position. The credit is paid in arrears once tax returns have been filed and agreed.

Current tax, including UK corporation tax and foreign tax, is provided at amounts expected to be paid (or recovered) using the tax

rates and laws that have been enacted, or substantially enacted, by the Statement of Financial Position date.

Deferred tax is calculated in respect of all temporary differences identified at the Statement of Financial Position date except for:

the initial recognition of goodwill; the initial recognition of assets or liabilities that affect neither accounting nor taxable profit other

than in a business combination and differences relating to investments in subsidiaries to the extent that they will probably not

reverse in the foreseeable future.

Temporary differences are differences between the carrying amount of the Group's assets and liabilities and their tax base. Deferred

tax liabilities may be offset against deferred tax assets within the same taxable entity or qualifying local tax group. Any remaining

deferred tax asset is recognised only when, on the basis of all available evidence, it can be regarded as probable that there will be

suitable taxable profits within the same jurisdiction in the foreseeable future against which the deductible temporary difference can

be utilised.

Deferred tax is measured at the average tax rates that are expected to apply in the periods in which the asset is realised or liability

settled, based on tax rates and laws that have been enacted or substantially enacted by the Statement of Financial Position date.

Measurement of deferred tax liabilities and assets reflects the tax consequence expected to fall from the manner in which the asset

or liability is recovered or settled.

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126 Notes to the Financial Information (Continued)

Property, plant and equipment

Property, plant and equipment are carried at cost, together with any incidental expenses of acquisition, less depreciation. Cost

includes the original purchase price of the asset and any costs attributable to bringing the asset to its working condition for its

intended use.

Depreciation is calculated to write off the cost of property, plant and equipment less their estimated residual values on a straight-

line basis over the expected useful economic lives of the assets concerned. Depreciation of an asset begins when it is available for

use. The principal annual rates used for this purpose are:

Freehold property	10%
Leasehold improvements	10%
	(over remaining term of the lease if shorter)
Office equipment and computers	20% - 33%
Manufacturing and laboratory equipment	14% - 20%

The assets’ residual values and useful lives are reviewed annually. Residual values are set at zero and will be reassessed should the

asset's selling price exceed its net book value.

The manufacturing plants are reviewed annually for impairment triggers and, where necessary, a full impairment review

is performed.

Assets under construction are capitalised throughout the course of the construction period with depreciation starting once the

asset is available for use.

Assets capitalised under a category of fixed assets may be transferred to another category within fixed assets if, upon review, it is

identified that the asset is more appropriately identifiable with that other category of fixed asset.

Intangible assets & Goodwill

Recognition and measurement

Goodwill	Goodwill arising on the acquisition of subsidiaries is measured at cost less accumulated impairment losses.
Developed	Developed technology acquired by the Group (see note 11) has a finite useful life. It is measured at cost less accumulated
technology	amortisation and any accumulated impairment losses.
Patents	Patents have finite useful lives and are measured at cost less accumulated amortisation and any accumulated
	impairment losses.

Intellectual property rights comprise third party patent rights or rights to market commercial products for key therapeutic

indications that have been purchased by the Group.

Subsequent expenditure

Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the specific asset to which

it relates. All other expenditure, including expenditure on internally generated goodwill and brands, is recognised in profit or loss

as incurred.

Amortisation

Amortisation is calculated to write off the cost of intangible assets less their estimated residual values using the straight-line method

over their estimated useful lives and is generally recognised in profit or loss. Goodwill is not amortised.

The estimated useful lives for current and comparative periods are as follows:

• patents: 3–20 years

• developed technology: 15 years

Amortisation charges are included within research, development and manufacturing costs in the Statement of

Comprehensive Income.

Amortisation methods, useful lives and residual values are reviewed at each reporting date and adjusted, if appropriate .

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Impairment

The carrying value of non-financial assets is reviewed annually for impairment, or earlier if an indication of impairment occurs and

provision made where appropriate. Charges or credits for impairment are passed through the statement of comprehensive income.

For the purposes of assessing impairments, assets are grouped at the lowest levels for which there are separately identifiable cash

flows or cash generating units. Impairment losses are recognised for the amount by which each asset's carrying amount exceeds its

recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. Value in use is

calculated using estimated discounted future cash flows. The key assumptions used in calculating the discounted future cash flows

are management estimates, based where possible on available market information and information for similar products.

Impairment charges are included on the face of the statement of comprehensive income.

Cash generating unit (CGU)

A cash generating unit is the smallest group of assets that independently generates cash flow and whose cash flow is largely

independent of the cash flows generated by other assets.

Investments are carried at cost less any provision made for impairment. Options over the Company's shares have been awarded

to employees of subsidiary companies. In accordance with IFRS2, the Company treats the value of these awards as a capital

contribution to the subsidiaries, resulting in an increase in the cost of investment.

Financial assets

Bank deposits

Bank deposits with original maturities between three months and twelve months are included in current assets and are valued at

amortised cost.

Financial instruments

Classification

On initial recognition, a financial asset is classified as measured at: amortised cost; FVOCI – debt investment; FVOCI – equity

investment; or FVTPL. Financial assets are not reclassified subsequent to their initial recognition unless the Company changes its

business model for managing financial assets in which case all affected financial assets are reclassified on the first day of the first

reporting period following the change in the business model.

A financial asset is measured at amortised cost if it meets both of the following conditions and is not designated as at FVTPL:

• it is held within a business model whose objective is to hold assets to collect contractual cash flows; and

• its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal

amount outstanding.

A debt investment is measured at FVOCI if it meets both of the following conditions and is not designated as at FVTPL:

• it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial

assets; and

• its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal

amount outstanding.

On initial recognition of an equity investment that is not held for trading, the Company may irrevocably elect to present subsequent

changes in the investment's fair value in OCI. This election is made on an investment-by-investment basis.

All financial assets not classified as measured at amortised cost or FVOCI as described above, are measured at FVTPL. This includes

all derivative financial assets. On initial recognition, the Group may irrevocably designate a financial asset that otherwise meets

the requirements to be measured at amortised cost or at FVOCI, as at FVTPL if doing so eliminates, or significantly reduces an

accounting mismatch that would otherwise arise.

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128 Notes to the Financial Information (Continued)

Derecognition

Financial assets

The Group derecognises a financial asset when:

• the contractual rights to the cash flows from the financial asset expire; or

• it transfers the rights to receive the contractual cash flows in a transaction in which either:

◦ substantially all of the risks and rewards of ownership of the financial asset are transferred, or

◦ the Group neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of

the financial asset.

Financial liabilities

The Group derecognises a financial liability when its contractual obligations are discharged or cancelled, or expire. The Group also

derecognises a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in

which case a new financial liability based on the modified terms is recognised at fair value.

On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid

(including any non-cash assets transferred or liabilities assumed), is recognised in profit or loss.

Inventories

Inventory is stated at the lower of cost and net realisable value. Cost is determined using the FIFO (First in first out) method. It

excludes borrowing costs. Net realisable value is the estimated selling price in the ordinary course of business, less applicable

variable selling expenses.

Trade receivables

Trade receivables are recognised initially at the transaction price as these assets do not have significant financing components and

are subsequently measured at amortised cost. The Group recognises loss allowances for receivables under the expected credit loss

model as established by evidence that the Group will not be able to collect all amounts due according to the original terms of

the receivables.

Contract Assets

Contract assets relate to the Group's rights to consideration for work completed but not invoiced at the reporting date for

commercial development work and bioprocesing batches. The contract assets are transferred to receivables when the rights

become unconditional. This usually occurs when the Group issues an invoice to the client.

Cash and cash equivalents

Cash and cash equivalents include cash in hand, bank deposits repayable on demand and other short term highly liquid investments

with original maturities of three months or less.

Deposits

Deposits consist of amounts held in escrow and is included within other receivables within the Statement of Financial Position until

such time as the restrictions relating to those amounts have been lifted.

Trade payables

Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest

method. Trade payables are classified as current liabilities if payment is due within one year or less. If not, they are presented as

non-current liabilities.

Contract liabilities

Contract liabilities primarily relate to the advance consideration received from clients for commercial development work and

manufacturing batches and funded research and development activities.

Deferred income

Deferred income primarily relates to the advance consideration received for grants.

Provisions

Provisions for dilapidation costs and other potential liabilities are recognised when the Group has a present legal or constructive

obligation as a result of past events; it is probable that an outflow of resources will be required to settle the obligation; and the

amount has been reliably estimated. Provisions are not recognised for future operating losses.

Provisions are measured at the present value of the expenditure expected to be required to settle the obligation using the three year

historical inflation rate. The increase in the provision due to the passage of time is recognised as a finance cost.

Share capital

Ordinary shares are classified as equity. Costs of share issues are charged to the share premium account.

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Merger reserve

A merger reserve is used where more than 90% of the shares in a subsidiary are acquired and the consideration includes the issue of

new shares by the Company, thereby attracting merger relief under s612 and s613 of the Companies Act 2006.

Business combinations

The Group accounts for business combinations using the acquisition method when the acquired set of activities and assets meets

the definition of a business and control is transferred to the Group. In determining whether a particular set of activities and assets

is a business, the Group assesses whether the set of assets and activities acquired includes, at a minimum, an input and substantive

process and whether the acquired set has the ability to produce outputs. The Group has an option to apply a ’concentration test’

that permits a simplified assessment of whether an acquired set of activities and assets is not a business. The optional concentration

test is met if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of

similar identifiable assets. The consideration transferred in the acquisition is generally measured at fair value, as are the identifiable

net assets acquired. Any goodwill that arises is tested annually for impairment. Any gain on a bargain purchase is recognised in

profit or loss immediately. Transaction costs are expensed as incurred, except if related to the issue of debt or equity securities.

The consideration transferred does not include amounts related to the settlement of pre-existing relationships. Such amounts are

generally recognised in profit or loss.

Non-controlling interests (NCI)

NCI are measured initially at the Group's proportionate interest in the recognised amount of the identifiable assets and liabilities

of the acquiree. NCI are measured subsequently at their proportionate share of the subsidiary's net assets at the reporting date.

Changes in the Group's interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions.

When a foreign operation is disposed of in its entirety, or partially such that control, significant control or joint control, is lost, the

cumulative amount in the translation reserve related to the foreign operation is reclassified to profit or loss as part of the gain or

loss on disposal. If the Group disposes of part of its interest in a subsidiary but retains control, then the relevant proportion of the

cumulative amount is reattributed to NCI. When the Group disposes of only part of an associate or joint venture while retaining

significant influence or joint control, the relevant proportion of the cumulative amount is reclassified to profit or loss.

Financial liability: loans

On initial recognition, external loans are measured at fair value plus directly attributable transaction costs. On subsequent

measurement, external loans are measured at amortised cost under the effective interest rate method. The effective interest rate

method is a method of calculating the amortised cost of a financial liability and allocating the interest expense over the relevant

period. The calculation of the effective interest rate takes into account the estimated cash flows which consider all the contractual

terms of the financial instrument, including any embedded derivatives which are not subject to separation.

Financial liability: Put/ call options

Where a put/ call option with Non-controlling interests (NCI) exists on their equity interests, a liability for the fair value of the

exercise price of the option is recognised.

Management have assessed that the NCI still have access to the returns associated with the underlying ownership interests and

have therefore chosen to apply the present access method under which the corresponding entry is recognised in Other Equity.

As required by IFRS, OXB has chosen to apply an accounting policy, to be applied consistently for all put/ call liabilities: that

subsequent to initial recognition, changes in fair value of the put/ call liability will be recognised in equity.

The value of the put/ call liability is determined using a Monte Carlo simulation which calculates the expected future exercise value

of the put/ call option, taking into consideration OXB US forecasted cash flows over the period up until the expected exercise date

along with the expected volatility of those cash flows over that same period. The expected future exercise value is then discounted

to the present using a discount rate in order to capture the counter party risk of the expected payment. The discount rate may be

impacted by economic and market factors as well as changes to the risk free rate of return which impacts debt borrowing rates.

Investments in subsidiaries (Company only)

Investments in subsidiary undertakings, including shares and loans, are carried at cost less any impairment provision. Such

investments are subject to review and any impairment is charged to the statement of comprehensive income.

At each year end, the Directors review the carrying value of the Company's investment in subsidiaries. Where there is a material

and sustained shortfall in the market capitalisation, or a significant and sustained change in the business resulting in a decrease in

market capitalisation, the Directors consider this to be a trigger of an impairment review as set out in IAS 36 and the carrying value

of the Company's investments in subsidiaries is adjusted. The Directors consider that reference to the market capitalisation of the

Group is an appropriate external measure of the value of the Company's subsidiaries for this purpose.

At year end, the Directors will assess the requirement to write back a portion or all of any impairment previously recognised on its

investment in subsidiaries. Factors which will be taken into account with regard to this decision will be the Group's track record of

improved financial results across the last three to four years, as well as the expectation of future impairments being required after a

write back was accounted for.

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130 Notes to the Financial Information (Continued)

2 Critical accounting judgements and estimates

In applying the Group's accounting policies, management is required to make judgements and assumptions concerning the

future in a number of areas. Actual results may be different from those estimated using these judgements and assumptions. The

key sources of estimation uncertainty and the critical accounting judgements that have a significant risk of causing a material

adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.

Key accounting matters

Judgements

Acquisition date of OXB France

The acquisition date of ABL Europe SAS (OXB France) has been deemed to be 29 January 2024 and is the date that control passed

to OXB. This is due to multiple substantive conditions which existed in the Sale and Purchase Agreement, which were not all fully

completed until this date.

Contract revenues: Identification of performance obligations, allocation of revenue and timing of revenue recognition

The Group has identified three key areas of judgement within the collaboration agreements entered into during the period. Firstly,

in relation to the number of distinct performance obligations contained within each collaboration agreement; secondly the fair

value allocation of revenue to each performance obligation based on its relative stand alone selling price; and thirdly the timing

of revenue recognition based on the achievement of the relevant performance obligation. The sales royalties contained within the

collaboration agreements qualify for the royalty exemption available under IFRS 15 and will only be recognised as the underlying

sales are made even though the performance obligation, in terms of the technology licence, has already been met.

The judgements with regards to the number of distinct performance obligations and the fair value allocation of revenue to each

performance obligation, based on relative stand alone selling price, takes place on a contract-by-contract basis across numerous

contracts entered into by the Group.

Procurement and storage services : revenue recognition

The Group has identified requirements within certain agreements that necessitate the procurement and storage of key materials.

In these cases, the Group has determined that there are two additional distinct performance obligations; the procurement of the

materials and their storage. These are contractual obligations which are reportable to the Clients.

On completion of the procurement activities, control is passed over to the client as the materials are quality checked then

segregated within Group premises and solely for the use of the specified client under the contractual terms. The determination

of the passing of control is a key judgement, which dictates the timing of the revenue recognition, as at this point, revenue is

recognised. The point of the passing of control has been deemed as the point where the materials are segregated for sole use and

checks are completed as this completes the procurement service obligations.

Once control passes to the client, the storage services commence and revenue is recognised over time in accordance with IFRS 15.

The Group has made a judgement that it considers itself to be the principal in such cases since:

• The Group is solely responsible for order, acceptance and testing inventories of the quantum required to meet the client

confirmed orders.

• The Group bears risk before the control of the materials are passed over to clients which includes the completion of quality

testing and compliance with regulatory requirements. These tasks are not deemed to be solely trivial or administrative in nature

and therefore the principal judgement is appropriate.

• Further, the Group negotiates the purchase price with suppliers of the materials and bears pricing risk as the selling price is

agreed and can only be renegotiated annually subject to breaching certain thresholds.

Estimations

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a

significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are

discussed below. The nature of estimation means that actual outcomes could differ from those estimates.

Revenue recognition: Percentage of completion of manufacturing batch revenues

Manufacturing of clinical/commercial product for clients is recognised on a percentage of completion basis over time as the

processes are carried out. Progress is determined based on the achievement of verifiable stages of the manufacturing process.

Revenues are recognised on a percentage of completion basis and as such require estimation in terms of the assessment of the

correct stage of completion including the expected costs of completion for that specific manufacturing batch. The value of the

revenue recognised with regards to the manufacturing batches which remain in progress at period end is £40.4 million. If the

assessed percentage of completion was 10 percentage points higher or lower, revenue recognised in the period would have been

£4.2 million higher or £5.0 million lower.

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Revenue recognition: Percentage of completion of fixed price process development revenues

As it satisfies its performance obligations, the Group recognises revenue and the related contract asset with regards to fixed price

process development work packages. Revenues are recognised on a percentage of completion basis and as such require estimation

in terms of the assessment of the correct percentage of completion for that specific process development work package. The

value of the revenue recognised with regards to the work packages which remain in progress at year end is £18.9 million. If the

assessed percentage of completion was 10 percentage points higher or lower, revenue recognised in the period would have been

£2.7 million higher or £2.9 million lower.

Revenue recognition: Provision for out of specification manufacturing batches

Manufacturing of clinical/commercial product for clients is recognised on a percentage of completion basis over time as the

processes are carried out. Progress is determined based on the achievement of verifiable stages of the process.

As the Group has now been manufacturing product across a number of years and also in a commercial capacity, the Group has

assessed the need to include an estimate of bioprocessed product for which revenue has previously been recognised and which

may be reversed should the product go out of specification during the remaining period over which the product is bioprocessed.

In calculating this estimate the Group has looked at historical rates of out of specification batches across the last three years

and has applied the percentage of out of specification batches to total batches produced across the assessed period to the

revenue recognised on batches which have not yet completed the manufacturing process at period end. The Group makes specific

provisions for product batches where it is considered that the average overall historical failure rate does not adequately cover the

perceived risk of revenue recognised on those specific batches having to be subsequently reversed.

This estimate, based on the historical average percentage as well as certain specific provisions, may be significantly higher or

lower depending on the number of manufacturing batches actually going out of specification in future. The estimate will increase

or decrease based on the number of manufacturing batches undertaken, the percentage of completion of those manufacturing

batches and the number of batches which go out of specification over the assessment period. If three additional batches failed

during the year, this would lead to a material variance on the estimate.

Consequently, manufacturing revenue of £1.3 million (31 December 2023: £1.1 million) has not been recognised during the year

ended 31 December 2024 with the corresponding credit to contract liabilities. This revenue will be recognised as the batches

complete manufacturing.

Fair value assumptions on acquisition of OXB France

The estimations for the fair value of the Plant, Property and Equipment has been made using a Depreciated Replacement Cost. This

cost has then been adjusted for economic obsolescence to determine the fair value adjustments to the opening acquisition balance

sheet, refer to note 35.

Impairment assessment of OXB US Cash Generating Unit (CGU)

OXB US has been identified as a CGU (cash generating unit) of the business. Since the last impairment assessment performed,

an impairment trigger was identified in the CGU as it did not fully deliver its annual budget and accordingly, a full impairment

assessment has been performed as at 31 December 2024.

The recoverable amount of the CGU is deemed to be the higher of its fair value less cost of disposal, or value in use. The Group

has determined that the recoverable amount of the CGU is the fair value less costs of disposal (FVLCOD) of the OXB US CGU as

it expects this value to be higher than the value in use. The valuation is considered to be level 3 in the fair value hierarchy due to

unobservable inputs used in the valuation.

Management's approach and the key assumptions used to determine the CGU’s FVLCOD were as follows:

The Group assessed the FVLCOD of the OXB US CGU through a discounted cash flow calculation to approximate the fair value a

buyer would be willing to pay for the CGU. The discounted cash flow calculation calculates the present value of the CGU taking

into consideration the forecasted cash flows based on the Board approved long term forecast, as well as the calculation of the

terminal value at the end of the cash flow period. Management has prepared the FVLCOD calculation based on an approved

forecast of 10 years. Management have assessed this to be 10 years followed by the calculation of the terminal value.

Sensitivity calculation:

Key estimation uncertainty inputs which directly impact the FVLCOD of the CGU are assessed to be:

• Revenue growth rates including the ability of the CGU to acquire new clients and increase revenues from existing clients.

Average growth rates of 24% over the period as assessed to be the expected growth rates for a start-up CDMO entity over the

initial growth period after which growth rates are brought down to more inflationary levels. Revenues include revenues with

respect to the LentiVector® platform for which the know how transfer was completed in 2024.

• Discount rate – the discount rate may be impacted by economic and market factors, as well as changes to the risk free rate of

return which impacts debt borrowing rates. Should the discount rate calculated by management be adjusted, this may impact

the FVLCOD of the CGU. The discount rate used of 12.3% has been calculated based on the current risk free rate, the NASDAQ

biotechnology Index’s expected rate of return and the Group’s cost of debt.

• Operational expenditure and capital expenditure – the cash flows of OXB US are based on the management approved forecasts.

These forecasts may change in future or the actual results vary.

• Long term inflation rates in the United States which are used to approximate the long term growth rate into perpetuity for the

terminal value.

• Expected volatility of cash flows – should the expected volatility of OXB US cash flows vary, this may impact the FVLCOD of

the CGU.

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

132 Notes to the Financial Information (Continued)

Sensitivities to the FVLCOD model outcome

31-Dec-24 Higher/ Longer Lower/Shorter

£'ms £'ms

Forecast revenues 10% higher or lower 43.2 (43.5)

Operational expenditure 10% higher or lower (19.8) 19.8

Capital expenditure 10% higher or lower (1.5) 1.5

Long term inflation rates 2% higher or lower 20.6 (13.1)

Discount rate 3% higher or lower (17.5) 33.3

Long Term Growth Rate 2% higher or lower 19.4 (12.6)

Based on the valuation of the CGU through a discounted cash flow calculation, the Group has assessed that no further impairment

of OXB US is required in 2024 (2023: £99.3 million ($126.4 million)).

Amortisation of intangibles assets (developed technology)

The estimated useful life of developed technology acquired by the Group is 15 years as the Group expects the technology to

generate cash flows for a total of 15 years. The estimate of 15 years is based on management’s experience of the time period

over which the technology acquired as part of the acquisition of OXB US will become fully obsolete. Over time as the platform

technology is improved, parts of the technology will become obsolete as they are superseded by new technology until after 15

years the original technology is expected to have been fully replaced by newer/improved technology.

The effective date of the impairment of OXB US was 31 December 2023, therefore the amortisation charge in 2023 is pre-

impairment. If the estimated useful life of the assets had been 10 years, the estimated amortisation for the year ended 31 December

2024 would be £0.7 million higher (2023: £3.6 million); whilst, if the estimated useful life of the assets had been 20 years, the

estimated amortisation for the year ended 31 December 2024 would be £0.8 million lower (2023: £1.8 million lower).

3 Financial risk management

Financial risk factors

The Group has a simple corporate structure which consists of the Company and three main operating subsidiaries, one domiciled

in the UK, one in France and the other in the US. Monitoring of financial risk is part of the Board's ongoing risk management,

the effectiveness of which is reviewed annually. The Group's agreed policies are implemented by the Chief Financial Officer, who

submits reports at each Board meeting. The Group does not use financial derivatives and it is the Group's policy not to undertake

any trading in financial instruments.

Foreign exchange risk

In 2024, the Group's revenues were mostly receivable in Sterling, Euro and US Dollars and certain of its expenditures were payable

in Euros and US Dollars. The majority of the UK based entities’ operating costs are denominated in Sterling. A 10% difference in the

£/$ average exchange rate would have had an impact of approximately £1.3 million (2023: £0.4 million) over the year. The US based

entities’ revenue and operating costs are all in USD.

The Group also has exposure to the £/$ exchange rate due to the Oaktree loan facility denominated in Dollars. Had the £/$

exchange rate been 10% different, the impact on cost in 2024 on loan amounts would have been approximately £(0.5) million

(2023: £0.5 million).

The Group also has exposure to the £/€ exchange rate due to the need to fund certain expenditure denominated in Euros. Had the

average £/€ exchange rate been 10% different, the impact on cost in 2024 would have been approximately £0.6 million (2023: £0.4

milllion). The Group's policy is to hold the majority of its funds in Sterling and US Dollars. No other hedging of foreign currency cash

flows is undertaken.

Interest rate risk

The Group's policy is to maximise interest receivable on deposits, subject to maintaining access to sufficient liquid funds to meet

day to day operational requirements and preserving the security of invested funds. With the current level of bank interest rates at

the start of the year, interest receivable on bank deposits in 2024 was £3,236,000 (2023: £4,910,000).

On 10 March 2022, the Group drew down an $85 million loan facility with Oaktree Capital Management, L.P. (Oaktree) to finance

the acquisition of OXB US, under a 1 year facility agreement maturing in 2023. On 7 October 2022, the loan facility was refinanced

with Oaktree. Under the terms of such refinancing, the Company has partially repaid the outstanding amounts under the Short-

Term Loan Facility and amended the facility into a new senior secured four year term loan facility provided by Oaktree in a principal

amount of $50 million. The Term Loan carries a variable interest rate, which is capped at 10.25% per annum and payable quarterly

in cash, with up to 50% of the interest for the first twelve months payable in kind as additional loan principal, at the option of the

Company. The interest rate is subject to downward adjustment following the satisfaction of certain commercial conditions.

If interest rates had been 1% higher in 2024 the impact on cash interest paid would have been £nil (2023: £nil) as the rate is capped.

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Credit risks

Cash balances are mainly held on short term deposits with financial institutions with a credit rating of at least A, in line with the

Group's policy to minimise the risk of loss.

Trade debtors are monitored to minimise the risk of loss (note 15).

Loss allowances on intercompany balances

The Company performs an assessment of the required loss allowance for expected credit losses on financial assets. The

expected credit losses are estimated by reference to an analysis of the subsidiary’s current financial position and future

repayment expectations.

Derivative financial instruments and hedging

There were no material derivatives at 31 December 2024 or 31 December 2023 which have required separation and hedge

accounting has not been used.

Capital Management

The Group's objectives when managing capital are to safeguard the Group's ability to continue as a going concern in order to

provide returns to shareholders and benefits for other stakeholders and to maintain an optimal capital structure to minimise the

cost of capital.

	2024	2023
Group	£'000	£'000
Net Cash	20,579	65,182
Equity	60,487	77,834
Net Cash/Equity	-34%	-84%

4 Single segment analysis and reporting

Disaggregation of revenue

Revenue is disaggregated by the type of revenue which is generated by the commercial arrangement.

	2024	2023
	£'000	£'000
Manufacturing services (Previously Bioprocessing)	68,350	51,050
Licence fees & incentives	7,325	6,684
Development	47,274	31,805 1
Procurement and storage services	5,848	-
Total	128,797	89,539

2023 includes £129,000 previously included within Product segment

Timing of transfer of goods or services

	2024	2023
	£'000	£'000
Products and services transferred at a point in time	13,016	6,684
Products and goods transferred over time	115,781	82,855
Total revenue	128,797	89,539

The majority of the Group's revenue is typically recognised over time as the performance obligations in the contract are

being fulfilled.

Unsatisfied performance obligations

The following table shows revenue remaining from unsatisfied performance obligations:

	2024	2023
	£'000	£'000
Revenue remaining to be recognised on partially or fully unsatisfied performance obligations	103,897	63,013

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

134 Notes to the Financial Information (Continued)

Results by geographical location

The Group's revenue derives wholly from assets located in the United Kingdom, United States and Europe. Analysed by location the

Group's revenues derive predominantly from United Kingdom, United States and Europe:

	2024	2023
Revenue by client location	£'000	£'000
UK	6,924	3,984
United States	79,987	65,757
Europe	41,886	19,798
Total revenue	128,797	89,539

In 2024, six clients each generated more than 10% of the Group's revenue.

	2024	2023
Geographic split of operating (loss)/profit	£'000	£'000
United Kingdom	5,492	(47,542)
United States	(33,021)	(136,632)
Europe	(11,846)	-
Total operating loss	(39,375)	(184,174)

	2024	2023
Geographic split of non-current assets	£'000	£'000
United Kingdom	47,801	60,881
United States	44,395	50,132
Europe	6,253	-
Total non-current assets	98,449	111,013

Other operating income

Other operating income of £5.3 million (2023: £2.8 million) includes :

	2024	2023
	£'000	£'000
Rental income	2,475	2,201
Negative goodwill	1,721	-
Grant income	1,058	602
Total other income	5,254	2,803

5 Employees and Directors

The monthly average number of persons (including Executive Directors) employed by the Group during the year was:

	2024	2023
By activity	£'000	£'000
Office and management	133	122
Operational	712	732
Total	84 5	854

2024 2023

Employee benefit costs £'000 £'000

		Wages and salaries 60,071 68,537
Social security costs	7,189	5,378
Other pension costs	3,738	3,764
Share based payments	2,083	3,516
Total	73,081	81,195

	2024	2023
Key management compensation	£'000	£'000
Short- term employee benefits	5,303	5,162
Post-employment benefits	287	311
Share based payments	676	444
Total	6,266	5,917

The key management figures above include Executive and Non-Executive Directors and the other members of the CET. Further

information about the remuneration of individual Directors, including the highest paid Director, is provided in the audited part of the

Directors’ Remuneration Report on page 92-104 which forms part of these financial statements.

The Company had no employees during the year (2023: nil).

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6 Finance income and costs

	Group
	2024	2023
Finance income:	£'000	£'000
Bank interest receivable	3,236	4,910
Total finance income	3,236	4,910
Finance costs:
Unwinding of discount in provisions	(666)	(528)
(Loss)/gain on foreign exchange	(621)	1,936
Interest payable on loan	(4,515)	(4,570)
Interest payable on finance leases	(5,324)	(6,101)
Total finance costs	(11,126)	(9,263)
Net finance costs	(7,890)	(4,353)

7 Expenses by nature

		2024	2023
	Note	£'000	£'000
Employee benefit costs	5	73,081	81,195
Depreciation of property, plant and equipment	12	20,084	21,504
Amortisation	11	2,343	7,206
Impairment of assets		-	99,284
Raw materials and consumables used in manufacturing services		14,860	14,961
Operating lease payments		471	249
Net gain on foreign exchange		(1,156)	(71)

Company employee benefit costs include £1.2 million (2023: £1.4 million) relating to Non-Executive Directors' costs paid by OXB

UK and recharged to the Company.

Depreciation and Amortisation is charged to cost of goods and operating costs in the Statement of Comprehensive Income.

The operating lease payments relate to short term leases which have been accounted for under the IFRS 16 exemption.

During the year, the Group (including its subsidiaries) obtained services from the Group's auditors, PwC and their associates, as

detailed below:

	2024	2023
Services provided by the Group's auditors	£'000	£'000
Fees payable for the audit of the parent company & Group Financial Statements	459	80
Fees payable for other services:
The audit of the Company's subsidiaries	525	817
Additional fees relating to prior period audit	188	-
Review of interim results	47	45
Total	1,219	942

8 Taxation

The Group claims research and development tax credits under the UK Government's Research and Development Expenditure

Credit (RDEC) Scheme for large companies.

	2024	2023
Current tax	£'000	£'000
Corporation tax	(1,809)	(1,487)
Total	(1,809)	(1,487)
Adjustments in respect of prior periods:
France corporation tax research and development credit	219	-
United Kingdom corporation tax research and development credit	246	(58)
Current tax	(1,344)	(1,545)
Deferred tax
Deferred tax relating to the origination of timing differences	-	5,910
Deferred tax	-	5,910
Taxation (charge)/ credit	(1,344)	4,365

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

136 Notes to the Financial Information (Continued)

UK income tax

The amount of £1.8 million (2023: £1.5 million) included as part of the taxation (charge)/credit within the Statement of

Comprehensive income for the year ended 31 December 2024 comprises the corporation tax payable on the amount claimed

as a Large Company Tax Credit (RDEC) within research and development expenses in the Statement of Comprehensive Income.

The United Kingdom corporation tax research and development (RDEC) credit which is included in research and development

expenses, is paid in arrears once tax returns have been filed and agreed. The tax credit recognised in the financial statements but

not yet received is included in trade and other receivables in the Statement of Financial Position.

The adjustment of current tax in respect of the prior year is £246,000. The adjustment in 2023 was £58,000 which related to the

corporation tax credit on a lower than anticipated RDEC tax receipt. During 2024, the Group recognised £nil (2023: £nil) of current

tax relating to tax relief obtained on exercise of share options directly within equity.

The Company has no tax liability, nor is it entitled to any other tax credits (2023: £nil).

At 31 December 2024, the Group had UK tax losses, with no expiry date, to be carried forward of approximately £118.3 million

(2023: £127.6 million).

US income tax

Deferred tax of £nil (2023: £nil) relates to temporary differences relating to intangible assets. At 31 December 2024, the Group had

US tax losses to be carried forward of approximately £57.7 million (2023: £19.7 million) that expire 20 years from it being incurred.

France income tax

The adjustment of current tax in respect of the prior year is £219,000 which related to a lower than anticipated Corporate income

tax (CIT) tax credit.

Reconciliation of effective tax rate

In the Spring Budget 2021, the UK Government announced that from 1 April 2023 the corporation tax rate would increase to 25%

(rather than remaining at 19%, as previously enacted). This new law was substantively enacted on 24 May 2021. For the financial year

ended 31 December 2024 the tax rate was 25% (2023: the weighted averaged tax rate was 23.5%).

The tax credit for the year is lower (2023: lower) than the standard rate of corporation tax in the UK. The differences are

explained below:

	2024	2023
Total tax	£'000	£'000
(Loss) on ordinary activities before tax	(47,265)	(188,527)
(Loss) on ordinary activities before tax multiplied
by the standard rate of corporation tax in the UK of 25% (2023 23.52%)	(11,816)	(44,342)
Expenses not deductible for tax purposes	308	2,624
Income not taxable	3,498	(288)
Group relief	-	-
Deferred tax not recognised	10,974	43,496
Effects of overseas tax rates	(1,155)	(6,510)
Adjustments in respect of prior periods	(465)	(58)
Other	-	503
Exempt items	-	211
Total tax charge/(credit) for the period	1,344	(4,365)

9 Basic and diluted loss per ordinary share

The basic loss per share of (41.75)p (2023: (163.11)p) has been calculated by dividing the loss for the period by the weighted average

number of shares in issue during the year ended 31 December 2024 being 103,458,254 (2023: 96,555,347).

As the Group incurred a loss in both the current and prior year, there is no difference between the basic loss per ordinary share and

the diluted loss per ordinary share for the reporting period, as the impact of potential dilutive instruments is anti-dilutive.

10 Loss for the financial year

As permitted under section 408 of the Companies Act 2006, the Company's statement of comprehensive income has not been

included in these financial statements. The Company's loss for the year was £12,810,000 (2023: £119,947,000).

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11 Intangible assets & goodwill

		Developed
	Goodwill	technology	Patents	Total
	£’000	£’000	£’000	£’000
Cost
At 1 January 2024	628	105,889	1,811	108,328
Additions	-	28	9	37
Effects of movements in exchange rates	8	1,567	-	1,575
At 31 December 2024	636	107,484	1,820	109,940
Amortisation and impairment
At 1 January 2024	628	74,914	1,805	77,347
Charge for the period	-	2,341	2	2,343
Effects of movements in exchange rates	8	1,023	-	1,031
At 31 December 2024	636	78,278	1,807	80,721
Net book amount at 31 December 2024	-	29,206	13	29,219

		Developed
	Goodwill	technology	Patents	Total
	£’000	£’000	£’000	£’000
Cost
At 1 January 2023	661	111,405	1,811	113,877
Effects of movements in exchange rates	(33)	(5,516)	-	(5,549)
At 31 December 2023	628	105,889	1,811	108,328
Amortisation and impairment
At 1 January 2023	-	6,188	1,803	7,991
Charge for the period	-	7,205	2	7,207
Impairment of assets	628	61,972	-	62,600
Effects of movements in exchange rates	-	(451)	-	(451)
At 31 December 2023	628	74,914	1,805	77,347
Net book amount at 31 December 2023	-	30,975	6	30,981

Intangible assets comprise Developed technology and Patents for intellectual property rights. The Developed Technology is being

amortised over the period to February 2037. The Group has not capitalised any internally generated intangible assets.

In 2024, an impairment indicator relating to the manufacturing and process development operation of the OXB US cash generating

unit (CGU) located at the Bedford, MA, US site was identified. The CGU was tested for impairment at 31 December 2024 which

concluded no further impairment was required (2023: £62.6 million).

Due to a tax deduction not being available on a portion of the developed technology intangible asset, there is a deferred tax

liability of £2.1 million at 31 December 2024. £7.3 million was recognised at the acquisition date, reduced to £2.2 million after the

December 2023 impairment, with the liability expected to unwind in line with the 15 year useful life of the developed technology

intangible asset.

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

138 Notes to the Financial Information (Continued)

12 Property, plant & equipment

			Office	Bio processing
	Freehold	Leasehold	equipment and	and laboratory	Right of use
	property	improvements	computers	equipment	assets	Total
	£’000	£’000	£’000	£’000	£’000	£’000
Cost
At 1 January 2024	-	61,063	10,371	54,960	50,766	177,160
Additions at cost	1,333	194	1,224	4,707	260	7,718
Additions through business combinations	1,456	-	205	644	1,545	3,850
Reallocation between asset classes	-	(354)	12	342	-	-
Disposals	-	(11)	(759)	(996)	(1,063)	(2,829)
Change of Estimate	-	-	-	-	(1,226)	(1,226)
Effects of movements in exchange rates	(53)	393	(4)	91	210	637
At 31 December 2024	2,736	61,285	11,049	59,748	50,492	185,310
Depreciation & Impairment
At 1 January 2024	-	33,901	8,182	34,982	24,403	101,468
Charge for the period	364	7,201	869	8,483	3,167	20,084
Reallocation between asset classes	-	(958)	782	176	-	(0)
Impairment of assets	-	(8)	-	-	178	170
Effects of movements in exchange rates	(7)	349	15	185	227	769
Disposals	-	(11)	(739)	(727)	-	(1,477)
At 31 December 2024	357	40,474	9,109	43,099	27,975	121,014
Net book value at 31 December 2024	2,379	20,811	1,940	16,649	22,517	64,296

			Office	Bio processing
	Freehold	Leasehold	equipment and	and laboratory	Right-of-use
	property	improvements	computers	equipment	assets	Total
	£’000	£’000	£’000	£’000	£’000	£’000
Cost
At 1 January 2023	9,848	60,228	12,420	48,596	57,146	188,238
Additions at cost	-	3,155	1,474	5,203	4,357	14,189
Reallocation between asset classes	-	943	(222)	2,999	(3,720)	-
Disposals	(9,848)	(1,318)	(2,872)	(510)	(5,155)	(19,703)
Change of Estimate	-	-	-	-	(552)	(552)
Effects of movements in exchange rates	-	(1,945)	(429)	(1,328)	(1,310)	(5,012)
At 31 December 2023	-	61,063	10,371	54,960	50,766	177,160
Depreciation & Impairment
At 1 January 2023	6,494	11,440	9,042	18,386	9,096	54,458
Charge for the period	336	5,760	1,765	8,034	5,609	21,504
Reallocation between asset classes	-	958	(226)	1,691	(2,423)	-
Impairment of assets	-	16,056	479	7,234	12,914	36,683
Effects of movements in exchange rates	-	(194)	(8)	(129)	(190)	(521)
Disposals	(6,830)	(119)	(2,870)	(234)	(603)	(10,656)
At 31 December 2023	-	33,901	8,182	34,982	24,403	101,468
Net book value at 31 December 2023	-	27,162	2,189	19,978	26,363	75,692

Leasehold improvements are capital improvements to buildings which the Group leases. Manufacturing and laboratory equipment

is equipment purchased for the Group's laboratory and manufacturing processes and are generally movable from one facility

to another.

In 2024, an impairment indicator relating to the manufacturing and process development operation of the OXB US cash generating

unit (CGU) located at the Bedford, MA, US site was identified. The CGU was tested for impairment at 31 December 2024 which

concluded no further impairment was required (2023: £36.7 million).

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	Right of Use	Total
Company	£'000	£'000
Cost
At 1 January 2023	39,717	39,717
change in estimate	(209)	(209)
At 31 December 2023	39,508	39,508
Change in estimate	(589)	(589)
Effects of movements in exchange rates	-	-
Disposals	-	-
At 31 December 2024	38,919	38,919
Accumulated depreciation
At 1 January 2023	323	323
Charge for the period	2,641	2,641
Impairment	-	-
At 31 December 2023	2,964	2,964
Charge for the period	2,613	2,613
At 31 December 2024	5,577	5,577
Net book amount at 31 December 2024	33,342	33,342
Net book amount at 31 December 2023	36,544	36,544

13 Investments in and loans to subsidiary undertakings

		2024	2023
	Note	£'000	£'000
Shares in subsidiary undertakings
At 1 January		15,182	15,182
Additions		148,894	-
At 31 December		164,076	15,182
Loans to subsidiary Undertakings
At 1 January		428,990	426,855
Loan advanced in period		-	2,136
Loan repaid in period		(11,302)	-
Loans converted to equity		(141,393)	-
At 31 December		276,295	428,991
Total investments in and loans to subsidiary undertakings		440,371	444,173
Accumulated impairment
At 1 January		226,215	126,065
Impairment in the period		1,458	100,150
At 31 December		227,673	226,215
Net book amount at 31 December		212,698	217,958
Capital contribution in respect of employee share schemes
At 1 January		28,779	25,264
Additions in the period	26	2,083	3,516
At 31 December		30,862	28,780
Total investments in and loans to subsidiary undertakings		243,560	246,738

The Company recognised a loss allowance for expected credit losses on financial assets. The expected credit losses are estimated

by reference to an analysis of the subsidiary's current financial position and future repayment expectations. The loss allowance

recognised on loans in subsidiaries at the end of the year was £93.1 million (2023: £193.3 million). In addition to the loss allowance

recognised on loans in subsidiaries, an impairment loss is recognised under IAS 36 for shares in Group undertakings and for

capital contributions in respect of employee share schemes of £133.1 million (2023: £32.9 million). The Company has impaired its

investment in OXB France by £1.46 million to the supporting value of the tangible assets.

The loan from the Company to OXB UK is unsecured and interest free. The loan is legally due for repayment on demand though the

expectation is that it will not be repaid within 12 months of the year end.

Net investment in foreign operations

In February 2024, the Company's $180 million intercompany loan to OXB US Inc loan was converted into equity. In prior years it

was designated a monetary item that forms part of the Group's net investment in OXB US with the foreign exchange differences

recognised as a separate component in Other Comprehensive income until such time as the investment in OXB US is disposed of. A

translation loss of £(0.7) million was recognised in 2024 (2023: £5.3 million loss) .

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

140 Notes to the Financial Information (Continued)

Interests in subsidiary undertakings

	Country	Description of shares held	Proportion of nominal	Nature of business
	of incorporation		value of issued shares
			held by the Group
			and Company
Oxford Biomedica	Great Britain	1p ordinary shares	100%	Gene therapy research
(UK) Limited				development and manufacturing
Oxford Biomedica	Ireland	£1 ordinary shares	100%	Product release
(Ireland) Limited
Oxxon Therapeutics Limited	Great Britain	1p ordinary shares	100%	Dormant
Oxford Biomedica (US) LLC	United States	N/A	90%	Gene therapy research,
				development and manufacturing
Oxford Biomedica (US) Inc.	United States	1c ordinary shares	100%	Business Development
Invivusbio Limited	Great Britain	1p ordinary shares	100%	Dormant
Oxford Biomedica	France	1€ ordinary shares	100%	Gene therapy research,
(France) SAS				development and manufacturing

The registered office of the Company, its UK subsidiaries and OXB US Inc is Windrush Court, Transport Way, Oxford, OX4 6LT.

The registered office of Oxford Biomedica (Ireland) Ltd is Earlsfort Terrace, Dublin 2, DO2 T380, Ireland.

The registered office of Oxford Biomedica (US) LLC is 1 Patriots Park, Bedford, MA 01730, USA.

The registered office of Oxford Biomedica (France) SAS is 4 Rue Laurent FriesIllkirch-Graffenstaden 67400, France.

In addition, the Group set up the Oxford Biomedica Employee Benefit Trust (EBT) to hold market-purchased shares to settle the

2013 deferred bonus share awards made to Executive Directors and employees (note 26).

All of the above subsidiaries have been consolidated in these financial statements.

At each year end, the Directors review the carrying value of the Company's investment in subsidiaries. Where there is a material

and sustained shortfall in the market capitalisation, or a significant and sustained change in the business resulting in a decrease in

market capitalisation, the Directors consider this to be a trigger of an impairment review as set out in IAS 36 and the carrying value

of the Company's investments in subsidiaries is adjusted. The Directors consider that reference to the market capitalisation of the

Group is an appropriate external measure of the value of the Group for this purpose. Cumulative impairment of £226.2 million has

been recognised up to 31 December 2024.

14 Inventories

	2024	2023
	£'000	£'000
Raw materials	13,573	12,872
Total Inventory	13,573	12,872

Inventory constitutes raw materials held for commercial development and manufacturing purposes, all of which are expected to be

recovered within the next 12 months.

During the year, the Group wrote down £4.7 million (2023: £2,066,000) of inventory which is not expected to be used in production

or sold onwards. The Company holds no inventories.

15 Trade and other receivables

	Group
	2024	2023
Current	£'000	£'000
Trade receivables	23,281	8,114
Contract assets	18,048	5,228
Other receivables	784	2,081
Other tax receivable	12,914	4,962
Prepayments	3,944	4,356
	58,971	24,741

Non-current trade and other receivables constitute other receivables of £4.9 million (2023: £4.3 million) which are deposits held in

escrow as part of the Oxbox lease arrangements as well as security deposits held on the Group's Bedford, MA, US site lease.

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The fair value of trade and other receivables are the current book values. The Group has performed an impairment assessment

under IFRS 9 and has concluded that the application of the expected credit loss model has had an immaterial impact on the level of

impairment of receivables.

The carrying amounts of the Group's trade and other receivables are denominated in the following currencies:

	2024	2023
	£'000	£'000
Sterling	48,035	21,574
US Dollar	12,426	7,507
Euro	3,444	-
	63,905	29,081

The maximum exposure to credit risk at the reporting date is the fair value of each class of receivable above. The Group does not

hold any collateral as security.

Trade receivables

Included in the Group's trade receivable balance are debtors with a carrying amount of £5.3 million (2023: £3.5 million) which were

past due at the reporting date and of which £4.9 million (2023: £3.5 million) has been received after the reporting date.

Ageing of past due but not impaired trade receivables:

	2024	2023
	£'000	£'000
0 - 30 days	3,022	1,054
30 - 60 days	632	1,320
60+ days	1,680	1,098
	5,334	3,472

Contract assets

The Group performed an impairment assessment under IFRS 9 and has concluded that the application of the expected credit loss

model has had an immaterial impact on the level of impairment on contract assets. The Group has noted there has been no change

in the time frame for a right to consideration to become unconditional and the performance obligation to be satisfied.

16 Cash and cash equivalents

	Group		Company
	2024	2023	2024	2023
	£'000	£'000	£'000	£'000
Cash at bank and in hand	60,650	103,716	16,950	47

17 Trade and other payables

	Group		Company
	2024	2023	2024	2023
	£'000	£'000	£'000	£'000
Trade payables	9,612	6,052	-	-
Other taxation and social security	1,513	1,478	-	-
Accruals	15,044	10,272	268	1,578
Total Trade and other payables	26,169	17,802	268	1,578

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

142 Notes to the Financial Information (Continued)

18 Contract liabilities and deferred income

Contract liabilities and deferred income arise when the Group has received payment for services in excess of the stage

of completion which are expected to be released as the related performance obligations are satisfied over the period as

described below:

	Current	Non-Current	Total
At 31 December 2024	£'000	£'000	£'000
Manufacturing services income	14,335	6	14,341
Process development income	6,158	-	6,158
Procurement and storage services	3,121	-	3,121
Licence fees and incentives	16	44	60
Contract Liabilities	23,630	50	23,680
Grant	562	1,020	1,582
Deferred Income	562	1,020	1,582

	Current	Non-Current	Total
At 31 December 2023	£'000	£'000	£'000
Manufacturing services income	18,784	3,738	22,521
Process development income	2,798	697	3,494
Licence fees and incentives	16	59	75
Contract Liabilities	21,598	4,494	26,092
Grant	514	837	1,351
Deferred Income	514	837	1,351

Contract liabilities and deferred income of £27.4 million are included in the statement of financial position at the end of 2023,

£23.9 million has been recognised as revenue during the 2024 financial year.

Included within manufacturing services contract liabilities is revenue of £1.3 million which has not been recognised during 2024

(2023: £1.1 million) relating to the estimate of out of specification batches (refer note 2: Estimations’ for additional information).

In 2024 all of the £1.1 million held in contract liabilities as an out of specification provision at 31 December 2023 was recognised

as revenue.

Deferred income relates to grant funding received from the UK Government for capital equipment purchased as part of the Oxbox

manufacturing facility expansion. The income will be recognised over the period over which the purchased assets are depreciated.

The Company had no contract liabilities or deferred income in 2024 or 2023.

19 Provisions

	Group		Company
	2024	2023	2024	2023
	£'000	£'000	£'000	£'000
At 1 January	8,457	8,424	2,715	2,758
New provision	563	772	-	-
Unwinding of discount	661	528	210	167
Change in estimate	(1,105)	(552)	(495)	(210)
Derecognition	-	(715)	-	-
At 31 December	8,576	8,457	2,430	2,715

	2024	2023	2024	2023
	£'000	£'000	£'000	£'000
Current	1,152	747	-	-
Non-current	7,424	7,710	2,430	2,715
Total provisions	8,576	8,457	2,430	2,715

Provisions are exclusively in respect of dilapidations. The dilapidations provisions relate to properties in Oxford and Wallingford,

UK. They relate to anticipated costs of restoring the leasehold properties at the Corporate Office, Oxbox, Wallingford Warehouse,

Windrush Court, Yarnton and Harrow House to their original condition at the end of the lease terms in 2025, 2033, 2037, 2037, 2024

and 2033 respectively.

The future anticipated costs of restoring the properties is calculated by inflating the current expected restoration costs using the

three year historic UK Consumer Price Inflation rate, up to the end of the lease term. The discount rate utilised for the purpose of

determining the present value of the provision is 9.20% (2023: 7.69%) based on the risk free rate adjusted for inflation. The present

value of the future anticipated costs of restoration is calculated by discounting the future expected value using the nominal rate of

9.20% (2023: 7.69%). The unwinding of this discount over time is included within finance costs.

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20 Loans

	Group		Company
	2024	2023	2024	2023
	£'000	£'000	£'000	£'000
At 1 January	38,534	39,780	38,534	39,780
Acquisitions through business combinations	756	-	-	-
Interest accrued	4,515	4,570	4,515	4,570
Interest paid	(4,086)	(4,136)	(4,075)	(4,136)
Foreign exchange movement	502	(2,003)	502	(2,003)
Amortised fees	316	323	316	323
Loan repayment	(466)	-		-
At 31 December	40,071	38,534	39,792	38,534

	2024	2023	2024	2023
	£'000	£'000	£'000	£'000
Current	281	-	-	-
Non-current	39,790	38,534	39,790	38,534
Total Loans	40,071	38,534	39,790	38,534

On 10 March 2022, the Group drew down an $85 million loan facility with Oaktree Capital Management, L.P. (Oaktree) to finance

the acquisition of OXB US under a 1 year facility agreement maturing in 2023. Over the course of the loan term interest was payable

quarterly with a nominal interest rate on the loan of 8.5%.

On 7 October 2022, the loan facility was refinanced with Oaktree. Under the terms of such refinancing, the Company has partially

repaid the outstanding amounts and amended the facility into a new senior secured four year term loan facility provided by

Oaktree in a principal amount of $50 million. The term loan carries a variable interest rate, which is capped at 10.25% per annum

and payable quarterly in cash, with up to 50% of the interest for the

first twelve months payable in kind as additional loan

principal, at the option of the Company. The interest rate is subject to downward adjustment following the satisfaction of certain

commercial conditions.

The Company has also secured the option, subject to the same commercial conditions as the amended facility and available for a

three-year period, to draw down a further $25 million from Oaktree loan facility to fund certain permitted acquisitions. If the option

were to be exercised, it would be assessed against meeting the substantial modification requirements under IFRS 9.

The terms include financial covenants including holding a minimum of $20 million cash at all times, restrictions on the level of

indebtedness the Group may enter into or distributions made by the Group. The Oaktree loan facility was secured by a pledge over

substantially all of the Group's assets.

21 Put/ call option liability

	2024	2023
	£'000	£'000
At 1 January	9,348	38,182
Revaluation	(6,960)	(28,834)
At 31 December	2,388	9,348

On 10 March 2022, the Group recognised a put/ call option liability to acquire the remaining 20% of OXB US that it doesn't already

own from Q32. The fair value of the put/ call option at the date of acquisition was assessed to be £39.0 million. In June 2024, the

Group increased its ownership in OXB US by a further 10% to 90%.

At 31 December 2024, the fair value of the put/ call option liability was £2.4 million (Dec 2023: £9.3m). The lower liability valuation

was due to a decrease in the value at which the option is expected to be exercised as a result of lower forecasted revenues over the

option period and due to the ownership change.

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

144 Notes to the Financial Information (Continued)

22 Financial instruments

The Group and Company's financial instruments comprise cash and cash equivalents, trade and other receivables, assets at fair

value through profit and loss, trade and other payables, loans and the put/ call option liability. Additional disclosures are set out in

note 3relating to risk management.

The Group had the following financial instruments at 31 December each year.

			Financial assets held at		Financial liabilities held at		Financial liabilities held at
			amortised cost		amortised cost		fair value
		2024	2023	2024	2023	2024	2023
	Note	£'000	£'000	£'000	£'000	£'000	£'000
Cash and cash equivalents	16	60,650	103,716	-	-	-	-
Trade receivables and other receivables	15	63,905	24,628	-	-	-	-
Trade and other payables excluding tax	17	-	-	24,656	16,324	-	-
Loan	20	-	-	40,071	38,534	-	-
Put/ call option	21	-	-	-	-	2,388	9,348
At 31 December		124,555	128,344	64,727	54,858	2,388	9,348

Included in 2023 was £97,000 relating to assets at fair value through profit and loss. This relates to an investment asset sold in 2024.

The Company had the following financial instruments at 31 December each year:

		Financial assets held at		Financial liabilities held at
		amortised cost		amortised cost
		2024	2023	2024	2023
	Note	£'000	£'000	£'000	£'000
Cash and cash equivalents	16	16,950	47	-	-
Trade and other payables excluding tax	17	-	-	268	1,578
Loan	20	-	-	39,790	38,534
Total		16,950	47	40,058	40,112

Floating rate instant access deposits earned interest at prevailing bank rates.

	2024	2023
	period average	period average
	weighted	weighted
	average rate	average rate
Sterling	5.38%	4.50%
US Dollars	4.56%	N/A

Assessment of financial assets by credit risk rating:

Cash and cash equivalents are held with reputable banks with a low assessed risk of default.

All trade receivables are assessed as having a low credit risk rating as there is no history of client default. There has been no change

in the determined risk during 2024, therefore no reconciliation between the 2023 and 2024 closing debtor balance assessed by risk

of default has been provided. The opening and closing position was low (2023: low).

Other receivables are rent deposits held in separately administered bank accounts with covenants limiting their use and are as such

assessed as having a low risk of default.

The Group considers a financial asset to be in default when:

• The debtor is unlikely to pay its credit obligation to the Group in full, without recourse by the Group to actions such as realising

security (if any is held); or

• the financial asset is more than 90 days past its contracted due date.

Fair value

The Directors consider that the fair values of the Group's financial instruments do not differ significantly from their book values.

The carrying amounts of the Group's cash and cash equivalents are denominated in the following currencies:

	2024	2023
	£'000	£'000
Sterling	29,428	92,634
Euro	2,653	545
US Dollars	28,569	10,537
	60,650	103,716

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Financial liabilities classified as level 3 in hierarchy

The Put/ call option liability is classified at fair value as a liability. Please refer to note 21 for further information.

Measurement of fair values

Valuation techniques and significant unobservable inputs:

The following table shows the valuation techniques used in measuring level 3 fair values, as well as the significant unobservable

inputs used:

		Significant	Inter-relationship between unobservable inputs and fair
Type	Valuation technique	unobservable inputs	value measurement:
Put/ call option liability	Monte	Revenues of OXB US	— The revenues of OXB US are based on the management approved
	Carlo simulation		forecast up until the end of the option period. Should the forecast
			change or the actual results vary this may impact the value of the put/
			call option liability.
		Discount rate	— The discount rate may be impacted by economic and market
			factors, as well as changes to the risk free rate of return which
			impacts debt borrowing rates. Should the discount rate calculated
			by management be adjusted, this may impact the value of the put/
			call option. Management has calculated the discount rate based on
			the risk free rate, the expected return from similar companies and the
			Group’s cost of debt.

Reconciliation of movements of liabilities to cash flows arising from financing activities

				Share
Group	Lease liability	Loans	Share capital	premium	Total
	£'000	£'000	£'000	£'000	£'000
At 1 January 2023	74,501	39,780	48,132	379,953	542,366
Share options	-	-	271	380	651
Interest paid	-	(4,136)	-	-	(4,136)
Payments for the principal portion of lease liabilities	(3,118)	-	-	-	(3,118)
Payments for the interest portion of lease liabilities	(6,101)	-	-	-	(6,101)
Total change from financing cash flows	(9,219)	(4,136)	271	380	(12,704)
Other Changes
Additions	4,518	-	-	-	4,518
Disposals	-	-	-	-	-
Interest	6,097	4,570	-	-	10,667
Fee amortisation	(1,701)	323	-	-	(1,378)
Foreign exchange	(1,272)	(2,003)	-	-	(3,275)
At 31 December 2023	72,924	38,534	48,403	380,333	540,194
Issue of shares	-	-	4,578	14,523	19,101
Interest accrued	-	4,515	-	-	4,515
Loans repaid	-	(466)	-	-	(466)
Interest paid	-	(4,086)	-	-	(4,086)
Payments for the principal portion of lease liabilities	(4,725)	-	-	-	(4,725)
Payments for the interest portion of lease liabilities	(5,343)	-	-	-	(5,343)
Total change from financing cash flows	(10,068)	(37)	4,578	14,523	8,996
Other Changes
Other	1,758	-	-	-	1,758
Additions	(156)	756	-	-	600
Disposals	(1,377)	-	-	-	(1,377)
Interest Accrued	5,343	-	-	-	5,343
Fee amortisation	-	316	-	-	316
Foreign exchange	266	502	-	-	768
At 31 December 2024	68,690	40,071	52,981	394,856	556,598

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

146 Notes to the Financial Information (Continued)

				Share
Company	Lease liability	Loans	Share capital	premium	Total
	£'000	£'000	£'000	£'000	£'000
At 1 January 2023	35,622	39,780	48,132	379,953	503,487
Share options	-	-	271	380	651
Interest paid	-	(4,136)	-	-	(4,136)
Payments for the principal portion of lease liabilities	(683)	-	-	-	(683)
Payments for the interest portion of lease liabilities	(2,817)	-	-	-	(2,817)
Total change from financing cash flows	(3,500)	(4,136)	271	380	(6,985)
Other Changes
Interest	-	4,570	-	-	4,570
Fee amortisation	2,817	323	-	-	3,140
Foreign exchange	-	(2,003)	-	-	(2,003)
At 31 December 2023	34,939	38,534	48,403	380,333	502,209
Issue of shares	-	-	4,578	14,523	19,101
Interest paid	-	(4,090)	-	-	(4,090)
Payments for the principal portion of lease liabilities	(1,170)	-	-	-	(1,170)
Payments for the interest portion of lease liabilities	(2,330)	-	-	-	(2,330)
Total change from financing cash flows	(3,500)	(4,090)	4,578	14,523	11,511
Other Changes
Additions	(69)	-	-	-	(69)
Interest	2,330	4,515	-	-	6,845
Fee amortisation	-	316	-	-	316
Foreign exchange	-	514	-	-	514
At 31 December 2024	33,700	39,789	52,981	394,856	521,326

Exposure to liquidity risk

					Contracted Cashflows
Group	Carrying Amount	Total	2m or less	2-12 months	1-2 yrs	2-5 yrs	>5 yrs
At 31 December 2024	£'000	£'000	£'000	£'000	£'000	£'000	£'000
Lease Liabilities	68,690	115,787	-	10,072	47,601	36,197	21,917
Loans	40,071	48,049	-	4,367	43,682	-	-
				Contracted Cashflows
Group	Carrying Amount	Total	2m or less	2-12 months	1-2 yrs	2-5 yrs	>5 yrs
At 31 December 2023	£'000	£'000	£'000	£'000	£'000	£'000	£'000
Lease Liabilities	72,924	113,286	508	8,931	9,474	31,422	62,951
Loans	38,534	53,961	-	4,306	4,294	45,361	-
				Contracted Cashflows
Company	Carrying Amount	Total	2m or less	2-12 months	1-2 yrs	2-5 yrs	>5 yrs
At 31 December 2024	£'000	£'000	£'000	£'000	£'000	£'000	£'000
Lease Liabilities	33,700	56,226	-	3,500	7,000	8,696	37,030
Loans	39,789	47,817	-	4,135	43,682	-	-
				Contracted Cashflows
Company	Carrying Amount	Total	2m or less	2-12 months	1-2 yrs	2-5 yrs	>5 yrs
At 31 December 2023	£'000	£'000	£'000	£'000	£'000	£'000	£'000
Lease Liabilities	34,939	59,726	-	3,500	3,500	10,998	41,728
Loans	38,534	53,961	-	4,306	4,294	45,361	-

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23 Deferred taxation

UK deferred tax

The Group has recognised UK deferred tax assets and liabilities at 31 December 2024 and 31 December 2023. In light of the Group's

history of losses, recovery of the whole deferred tax asset is not sufficiently certain and therefore a deferred tax asset has been

recognised only to the extent that there is a deferred tax liability.

Finance Act 2020 enacted provisions to increase the UK Corporation tax rate to 19% from 1 April 2021. Finance Act 2021 which was

substantively enacted on 24 May 2022 included provisions to increase the rate further to 25% effective from 1 April 2023 and this

rate has been applied when calculating the UK deferred tax at the year end.

US deferred tax

The Group have recognised US deferred tax assets and liabilities at 31 December 2024 £nil (31 December 2023: £nil).

The remaining deferred tax assets have not been recognised as there is uncertainty regarding when suitable future profits against

which to offset the tax losses will arise.

US deferred tax assets and liabilities are calculated at a blended rate of approximately 28%.

	Trading
	temporary			Intangible
Group - recognised	differences	Fixed assets	Tax losses	asset	Total
Deferred tax (assets)/
liabiltiies - recognised	£'000	£'000	£'000	£'000	£'000
At 1 January 2024	(2,202)	1,560	(1,749)	2,391	-
Arising on acquisition	-	-	-	-	-
Foreign exchange	-	-	-	-	-
Income statement credit	1,394	(408)	(1,109)	123	-
At 31 December 2024	(808)	1,152	(2,858)	2,514	-
At 1 January 2023	(1,256)	3,357	(3,490)	7,502	6,113
Arising on acquisition	-	-	-	-	-
Foreign exchange	-	-	-	-	-
Income statement credit	(946)	(1,797)	1,741	(5,111)	(6,113)
At 31 December 2023	(2,202)	1,560	(1,749)	2,391	-

	Trading
	temporary		Loan			Share
Group - not recognised	differences	Intangibles	relationships	Provisions	Tax losses	options	Total
Deferred tax (assets)/
liabiltiies - not recognised	£'000	£'000	£'000	£'000	£'000	£'000	£'000
At 1 January 2024	(385)	(31,533)	-	(194)	(37,342)	(2,306)	(71,760)
Origination and reversal of temporary differences	424	(5,581)	-	(81)	(14,976)	(1,560)	(21,774)
At 31 December 2024	39	(37,114)	-	(275)	(52,318)	(3,866)	(93,534)
At 1 January 2023	-	(4,819)	-	(248)	(18,249)	(2,305)	(25,621)
Origination and reversal of temporary differences	(385)	(26,714)	-	54	(19,093)	(1)	(46,139)
At 31 December 2023	(385)	(31,533)	-	(194)	(37,342)	(2,306)	(71,760)

Oxford Biomedica plc has unrecognised deferred tax assets of £3,136,000 (2023: £2,716,000) relating to non temporary

trading differences.

24 Ordinary shares

Group and Company	2024	2023
Issued and fully paid	£'000	£'000
Ordinary shares of 50p each At 1 January - 96,804,353 (2023: 96,263,165) shares	48,403	48,132
Allotted for cash in placing and subscription - 8,350,481 shares	4,175	-
Allotted on exercise of share options - 806,365 (2023: 541,188) shares	403	271
At 31 December - 105,961,199 (2023: 96,804,353)	52,981	48,403

The share capital of the Company consists only of fully paid ordinary shares with a nominal (par) value of £0.50 per share. There are

no restrictions on the ability of shareholders to receive dividends, nor on the repayment of capital. All ordinary shares are equally

eligible to receive dividends and the repayment of capital in accordance with the Company's Articles of Association and represent

one vote at shareholders’ meetings of the Company.

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

148 Notes to the Financial Information (Continued)

25 Share premium account

	2024	2023
Group and Company	£'000	£'000
At 1 January	380,333	379,953
Premium on shares issued for cash in placing and subscription	14,485	-
Premium on exercise of share options	38	380
At 31 December	394,856	380,333

26 Options over shares of Oxford Biomedica plc

The Company has outstanding share options that were issued under the following schemes:

• The 2007 Share Option Scheme (approved February 2007)

• The 2007 Long Term Incentive Plan (LTIP) (approved February 2007)

• The 2013 Deferred Bonus Plan (approved February 2014)

• The 2015 Executive Share Option Scheme (approved May 2015)

• The 2015 Long Term Incentive Plan (LTIP) (approved May 2015)

• The 2015 Deferred Bonus Plan (approved May 2015)

• The 2015 Sharesave scheme (approved May 2015)

• The 2024 Long Term Incentive Plan (LTIP) (approved June 2024)

• The 2024 Deferred Bonus Plan (approved June 2024)

• The 2024 Sharesave scheme (approved June 2024)

Share options are granted to Executive Directors and selected senior managers under the Company's Long Term Incentive Plans

(LTIP) and Deferred Bonus Plans (DBP) and to other employees under Sharesave scheme. All option grants are at the discretion of

the Remuneration Committee. All options granted are equity settled share options, but deferred share awards may be settled in

cash at the option of the Remuneration committee.

Options and RSUs granted under the 2007 and 2015 LTIP to Executive Directors and other senior managers are subject to both

revenue and market condition performance criteria and will vest only if, at the third anniversary of the grant, the performance

criteria have been met. Failure to meet the minimum performance criteria by the third anniversary results in all the granted

options lapsing.

The performance criteria are described in the Directors’ Remuneration Report. LTIP awards made to date are exercisable at either

par or at nil cost on the third anniversary of the date of grant and lapse 10 years after being granted. For Executive Directors,

options granted since 2019 also have a two year holding period post vesting.

Restricted stock units (RSUs) granted to employees under the 2015 LTIP are issued at nil cost. They are not subject to market

condition performance criteria and the lives of the RSUs are ten years, after which the RSUs expire. RSUs granted under the 2015

Scheme cannot normally be exercised before the third anniversary of the date of grant. RSUs are valued based on the market price

at the date of grant.

Options granted under the 2007 Share Option Scheme have fixed exercise prices based on the market price at the date of grant.

They are not subject to market condition performance criteria and the lives of the options are ten years, after which the options

expire. Options granted under the 2007 Scheme during 2012 to 2014, with one exception, vest in tranches of 25% from the first to

fourth anniversaries of the grant dates.

Options granted under the 2015 and 2024 Executive Share Option Schemes have fixed exercise prices based on the market price

at the date of grant. They are not subject to market condition performance criteria and the lives of the options are ten years, after

which the options expire. Options granted under the 2015 Scheme cannot normally be exercised before the third anniversary of the

date of grant.

Options granted under the 2015 and 2024 Sharesave schemes have fixed exercise prices based on the market price at the date of

grant. They are not subject to market condition performance criteria and the lives of the options are four years, after which the

options expire and the cash saved is returned. Options cannot be exercised before the third anniversary of the date of grant.

Share options outstanding at 31 December 2024 have the following expiry date and exercise prices:

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Options granted to employees under the Oxford Biomedica 2007 and 2015 Share Option Scheme

2024	Number of shares	2023	Number of shares	Exercise price	Date from	Expiry date
				per share	which exercisable
	0		14,942	100p to 200p	Vested	Expired
	18,420		25,926	490p	Vested	13/03/25 to 10/06/25
	17,863		38,944	275p	Vested	16/05/26 to 13/10/26
	58,867		78,334	495p	Vested	13/07/27
	87,585		104,253	502p to 904p	Vested	15/02/28 to 07/08/28
	200,303		292,483	618p to 705p	Vested	04/01/29 to 12/09/29
	264,220		408,113	760p to 817p	Vested	26/06/30 to 05/10/30
	647,258		962,995

Options granted to employees under the Oxford Biomedica 2015 Sharesave scheme

2024	Number of shares	2023	Number of shares	Exercise price	Date from	Expiry date
				per share	which exercisable
	0		60,513	672p	31/10/23	Expired
	16,481		34,232	1226p	20/10/24	20/04/25
	350,910		471,553	294p	19/10/25	19/04/26
	210,612		-	333p	22/11/27	22/05/28
	578,003		566,298

Options granted under the Oxford Biomedica 2007 and 2015 Long Term Incentive Plans

2024	Number of shares	2023	Number of shares	Exercise price	Date from	Expiry date
				per share	which exercisable
	0		4,378	50p	Vested	Expired
	0		43,824	0p	Vested	10/01/25
	26,210		82,185	0p	Vested	16/05/26
	19,540 1		123,754	0p	Vested	17/07/27 to 25/09/27
	7,357 2		31,714	0p	Vested	15/02/28 to 07/08/28
	24,515 2		77,062	0p	Vested	18/04/29 to 12/09/29
	76,545 2		99,807	0p	Vested	26/06/30
	131,940 2		208,250	0p	08/06/24	08/06/31
	64,193 3		179,197	0p	08/06/24	08/06/31
	196,003 2		486,616	0p	29/04/25	29/04/32
	423,331 3		711,740	0p	10/09/22 to 20/12/26	18/03/32 to 20/12/32
	719,867 2		979,634	0p	04/10/26 to 24/11/28	04/10/33 to 24/11/33
	970,226 3		1,752,761	0p	04/10/24 to 04/10/27	04/10/33
	1,305,092 4		-	0p	02/02/27 to 03/10/29	02/02/34 to 22/11/34
	126,042 4		-	0p	03/10/27	03/10/34
	4,090,861		4,780,922
	5,316,122		6,310,215

Options granted under the 2015 LTIP.

These LTIP awards will vest provided that performance conditions specified in the Directors’ Remuneration Report are met.

Options granted under the 2015 LTIP.

Restricted Share Options (RSUs) granted under the 2015 LTIP issued to employees vesting over 3 years

Options and Restricted Share Options (RSUs) granted under the 2024 LTIP issued to employees vesting over 3 years

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

150 Notes to the Financial Information (Continued)

Deferred Share Awards

The Executive Directors, the CET and certain other senior managers have been awarded deferred bonuses in the form of share

options. These options are exercisable at nil p on either the first three anniversaries of the grant or the third anniversary of the grant

dependent on the option conditions. Options with a value of £451,000 vested during 2024 (2023: £nil).

The options granted under the 2013 Deferred Bonus Plan will be satisfied by market-purchased shares held by the Oxford

Biomedica Employee Benefit Trust (EBT). As at 31 December 2024, all shares held by the EBT had vested. The EBT is consolidated at

year end with the shares held in trust until the exercise of the option. During the year nil shares (2023: 15,050) from the EBT were

exercised. Deferred bonus share awards are valued at the market price on the date of grant.

The options granted under the 2015 Deferred Bonus Plan will be satisfied by new issue shares at the time of exercise.

Options granted to employees under the Oxford Biomedica 2013 and 2015 Deferred Bonus Plan

2024	Number of shares	2023	Number of shares	Exercise price per share	Date from	Expiry date
					which exercisable
	0		25,000	0p	Exercisable	Expired
	0		27,402	0p	Exercisable	04/05/25
	0		32,010	0p	Exercisable	14/05/26
	6,402		27,696	0p	Exercisable	11/07/27
	5,156		31,815	0p	Exercisable	07/08/28
	7,634		59,177	0p	Exercisable	18/04/29
	8,427		54,237	0p	Exercisable	20/06/30
	9,087		53,046	0p	Exercisable	08/06/31
	77,601		161,124	0p	29/04/23 to 29/04/25	29/04/32
	256,707		329,443	0p	04/10/24 to 04/10/26	04/10/33
	371,014		800,950

National insurance liability

Certain options granted to UK employees could give rise to a national insurance (NI) liability on exercise. A liability of £153,000

(2023: £283,000) is included in accruals for the potential NI liability accrued to 31 December on exercisable options that were

above water based on the year end share price of 420p (2023: 220p) per share.

27 Share based payments

LTIP awards	LTIPs awarded	LTIPs awarded
(Model used: Black Scholes)	3-Oct-24	22-Nov-24
Share price at grant date	380.0p	420.0p
Exercise price	0p	0p
Vesting period (years)	3	3
Total number of shares under option	679,486	53,724
Expected volatility (weighted average)	47.5%	48.0%
Expected life (years)	3	3
Risk free rate (weighted average)	3.7%	4.1%
Fair value per option	380.0p	420.0p

The tables below show the movements in the Share Option Scheme, Sharesave scheme and the LTIP during the year, together with

the related weighted average exercise prices.

Excluding the LTIP, RSU and Deferred Bonus awards which are exercisable at par/nil value, the weighted average exercise price for

options granted during the year was nil p (2023: nil).

806,365 options were exercised in 2024 (2023: 548,925), including 243,011 of deferred bonus options (2023: 34,373). The total

charge for the year relating to employee share-based payment plans was £2,083,000 (2023: £3,516,000), all of which related to

equity-settled share based payment transactions.

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		2024	2023
		Weighted average		Weighted average
Share options excluding LTIP	Number	exercise price	Number	exercise price
				in pence
Outstanding at 1 January	1,529,293	586.2p	2,102,654	565.3p
Granted	210,612	333.0p	-	0.0p
Forfeited	(408,988)	656.7p	(254,588)	878.8p 1
Exercised	(19,334)	235.1p	(110,550)	109	3.1p
Cancelled	(86,322)	412.2p	(208,223)		521.4p 1
Outstanding at 31 December	1,225,261	536.9p	1,529,293		586.2p 1
Exercisable at 31 December	663,739	729.8p	1,023,508		699.2p 1
Exercisable and where market price exceeds exercise	17,863	274.7p	14,942		151.3p
price at 31 December

The 2023 weighted average exercise prices have been corrected to align with the methodology used in 2024.

	2024	2023
LTIP awards (options exercisable at par value 1p or nil cost)	Number	Number
Outstanding at 1 January	4,780,922	3,078,692
Granted	1,442,937	2,772,592
Expired	(1,588,978)	(666,360)
Exercised	(544,020)	(404,002)
Outstanding at 31 December	4,090,861	4,780,922
Exercisable at 31 December	350,300	462,724

		2024	Weighted		2023	Weighted
	Weighted		average	Weighted		average
	average	Number	remaining	average	Number	remaining
	exercise			exercise
Range of exercise prices	price in	of shares	life (years)	price in	of shares	life (years)
	pence			pence
LTIP:
Exercisable at par or at nil cost	0p	4,090,861	8.6	0p	4,780,922	8.7
Deferred bonus:
Exercisable at par or at nil cost	0p	371,014	8.1	0p	800,950	7.5
Options:
50p to 150p	0p	-	-	101.5p	7,386	0.4
150p to 250p	0p	-	-	200.0p	7,556	0.8
250p to 350p	307.8p	579,385	8.4	292.9p 1	510,497	8.3
350p to 650p	494.4p	77,287	2.0	494.3p	104,260	3.0
650+p	776.1p	568,589	4.8	770.5p 1	899,594	6.0
At 31 December		5,687,136			7,111,165

The 2023 weighted average exercise prices have been corrected to align with the methodology used in 2024.

28 Accumulated losses

	Group		Company
	2024	2023	2024	2023
	£'000	£'000	£'000	£'000
At 1 January	(352,918)	(198,545)	(253,534)	(133,403)
Loss for the period	(43,190)	(157,490)	(12,810)	(119,947)
Share based payments	2,079	3,117		-
Acquisition of NCI without a change in control	(5,077)	-	-	-
Exercise of nil cost options	(394)	-	(396)	(184)
At 31 December	(399,500)	(352,918)	(266,740)	(253,534)

The credit to accumulated losses is made up out of the charge for the year relating to employee share-based payment plans

of £2,083,000 (2023: £3,516,000) (note 27), £451,000 (2023: £nil) related to the vesting of deferred share awards made to

Executive Directors and senior managers less £46,000 of share based payment charge allocated to Non-controlling interests

(2023: £399,000).

Neither the Company nor its subsidiary undertakings had reserves available for distribution at 31 December 2024 or

31 December 2023.

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

152 Notes to the Financial Information (Continued)

29 Other reserves

	Translation
	Reserve	Other Equity	Merger reserve	Total
Group	£'000	£'000	£'000	£'000
At 1 January 2024	3,956	(8,059)	2,291	(1,812)
Put/ call option revaluation	-	7,083	-	7,083
Foreign currency translation differences	(688)	-	-	(688)
Acquition of OXB France	-	-	4,126	4,126
At 31 December 2024	3,268	(976)	6,417	8,709

	Translation
	Reserve	Other Equity	Merger reserve	Total
Group	£'000	£'000	£'000	£'000
At 1 January 2023	7,825	(35,003)	2,291	(24,887)
Put/ call option revaluation	-	26,944	-	26,944
Foreign currency translation differences	(3,869)	-	-	(3,869)
At 31 December 2023	3,956	(8,059)	2,291	(1,812)

		Share Scheme
	Merger reserve	reserve	Total
Company	£'000	£'000	£'000
At 1 January 2024	1,580	28,779	30,359
Acquisition of OXB France	4,126	-	4,126
Share based payments	-	2,083	2,083
At 31 December 2024	5,706	30,862	36,568

		Share Scheme
	Merger reserve	reserve	Total
Company	£'000	£'000	£'000
At 1 January 2023	1,580	25,263	26,843
Share based payments	-	3,516	3,516
At 31 December 2023	1,580	28,779	30,359

Merger reserve

The Group merger reserve at 31 December 2024 comprised £711,000 arising from the consolidation of OXB UK using the merger

method of accounting in 1996 and £1,580,000 from the application of merger relief to the purchase of Oxxon Therapeutics Limited

in 2007. In 2024, the acquitision of OXB France gave rise to an addition of £4,126,000 to the merger reserve.

Share scheme reserve

Options over the Company's shares have been awarded to employees of OXB UK, OXB US, OXB France and OXB US Inc In

accordance with IFRS 2 ’Share-based payment’ the expense in respect of these awards is recognised in the subsidiaries’ financial

statements (see note 27). In accordance with IFRS 2, the Company has treated the awards as a capital contribution to the

subsidiaries, resulting in an increase in the cost of investment of £2,083,000 (2023: £3,516,000) (refer note 13) and a corresponding

credit to reserves.

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30 Cash flows from operating activities

	Group		Company
	2024	2023	2024	2023
	£'000	£'000	£'000	£'000
Continuing operations
Loss before tax	(47,265)	(188,527)	(12,810)	(119,947)
Adjustment for:
Depreciation	20,084	21,504	2,604	2,641
Amortisation of intangible assets	2,343	7,206	-	-
Impairment charge	179	99,285	1,458	100,150
Loss on disposal of property, plant and equipment	289	197	-	-
Gain on sale and leaseback	-	(1,018)	-	-
Net finance costs	7,890	4,353	7,626	5,551
Charge in relation to employee share schemes	1,690	3,516	1,688	-
Non-cash loss/(gains)	(1,493)	-	(1,303)	-
Changes in working capital: 1
(Increase)/Decrease in contract assets and trade and other receivables	(33,338)	28,793	-	-
Increase/(Decrease) in trade and other payables	2,893	(18,125)	(1,309)	1,758
(Decrease)/Increase in contract liabilities	(6,048)	7,034	-	-
(Decrease)/Increase in provisions	(83)	2	-	-
Decrease/(Increase) in inventory	2,193	(247)	-	-
Net cash used in operations	(50,666)	(36,027)	(2,046)	(9,847)

The movements in working capital attributable to subsidiary acquisition, as detailed in Note 35, are considered non-cash. Therefore, these movements have been excluded from the

calculation of changes in working capital. Further details regarding the net assets acquired are provided in Note 35

31 Pension commitments

The Group operates a defined contribution pension scheme for its Directors and employees. The assets of the scheme are held

in independently administered funds. The pension cost charge of £3,738,000 (2023: £3,764,000) represents amounts payable by

the Group to the scheme. Contributions of £342,000 (2023: £434,000), included in accruals, were payable to the scheme at the

year end.

32 Leases

In 2024, a break clause was exercised on the Corporate Office lease for April 2025. The building was vacated in May 2024 and the

resultant Right of Use Asset impaired. The acquisitions in the year related to the leases of OXB France.

The Group leases land and buildings and equipment. Information about leases for which the Group is a lessee, is presented below:

Right-of-use assets:

		Laboratory
	Property	Equipment	IT Equipment	Motor Vehicles	Total
	£'000	£'000	£'000	£'000	£'000
Balance at 1 January 2024	26,363	-	-	-	26,363
Acquisitions	1,431	-	54	60	1,545
Reclassifications	(55)	55	-	-	-
Additions	217	-	-	43	260
Disposals	(1,057)	-	(4)	(2)	(1,063)
Impairment of assets	(178)	-	-	-	(178)
Change in estimate	(1,226)	-	-	-	(1,226)
Depreciation charge for the period	(3,093)	(27)	(14)	(33)	(3,167)
Effects of movements in exchange rates	(10)	(3)	(2)	(2)	(17)
Balance at 31 December 2024	22,392	25	34	66	22,517

Company	Property	Total
	£'000	£'000
Balance at 1 January 2024	36,544	36,544
Change in estimate	(589)	(589)
Depreciation charge for the period	(2,613)	(2,613)
Disposals	-	-
Balance at 31 December 2024	33,342	33,342

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

154 Notes to the Financial Information (Continued)

Lease liabilities

Maturity analysis - contractual undiscounted cash flows

	Group		Company
	2024	2023	2024	2023
	£'000	£'000	£'000	£'000
Maturity analysis - contractual undiscounted
cash flows
Less than one year	10,072	9,439	3,500	3,500
One to five years	47,601	40,896	15,696	14,498
Six to ten years	36,197	43,090	23,491	23,491
More than ten years	21,917	19,861	13,538	18,236
Total undiscounted cash flows	115,787	113,286	56,226	59,726

	2024	2023	2024	2023
	£'000	£'000	£'000	£'000
Lease liabilities included in the Statement of Financial Position
Current	4,139	3,654	758	740
Non-current	64,551	69,270	32,942	34,199
Total lease liabilities at 31 December	68,690	72,924	33,700	34,939

	2024	2023	2024	2023
	£'000	£'000	£'000	£'000
Amounts recognised in statement of comprehensive income
Interest on lease liabilities	5,343	6,101	2,330	2,817
Expense relating to short-term leases	24	234	-	-

	2024	2023	2024	2023
	£'000	£'000	£'000	£'000
Amounts recognised in the statement of cash flows
Total cash outflow for leases	(10,068)	(9,219)	(3,500)	(3,500)

33 Contingent liabilities and capital commitments

The Group has a letter of credit for £1.4 million (2023: £1.4 million) related to the deposit on the Patriots Park lease which

is disclosed within Trade and other receivables in non-current assets. The Group had commitments of £1.1 million for capital

expenditure for leasehold improvements and plant and equipment not provided for in the financial statements at 31 December

2024 (2023: £3.5 million).

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

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34 Non-controlling interest

The accounting policy selected and applied by the Group to calculate Non-controlling interest (NCI) was the holders' proportionate

interest in the recognised amount of the identifiable net assets of the acquiree. The proportion of the identifiable net assets of the

Non-controlling interest in OXB US on acquisition was determined to be £34.6 million. Goodwill of £0.6 million and acquisition of

NCI without a change in control of £0.4 million was recognised.

In June 2024, the Group acquired a further 10% of the equity of OXB US, bringing the residual NCI percentage to 10%. The Oaktree

loan facility terms were amended to facilitate this.

The following table summarises the information relating to the Group's subsidiary that has material NCI:

	2024	2023
	£'000	£'000
NCI percentage	10%	20%
Non-current assets	60,113	50,282
Current assets	10,451	11,813
Non-current liabilities	(20,594)	(22,479)
Current liabilities	(15,560)	(20,477)
Net assets	34,410	19,139
Net assets attritutable to NCI	3,441	3,828
Revenue	3,290	26,813
Loss	(34,624)	(133,361)
Other comprehensive expense	(384)	(7,190)
Total comprehensive expense	(35,008)	(140,551)
Loss allocated to NCI	(5,419)	(26,672)
Other comprehensive expense allocated to NCI	(49)	(1,438)
Cash flows from operating activities	(24,516)	(15,105)
Cash flows from investment activities	(19,397)	3,077
Cash flow from financing activities (dividends to NCI: nil)	45,469	(3,717)
Net increase in cash and cash equivalents	1,556	(15,745)

35 Acquisition of subsidiary

On 29 January 2024, the Group acquired 100% of the shares and voting interests in ABL Europe SAS (OXB France). As a result, the

Group’s equity interest granted it control of OXB France.

Included in the identifiable assets and liabilities acquired at the date of acquisition are inputs, production processes and an

organised workforce. The Group has determined that together the acquired inputs and processes contribute to the ability to create

revenue. The Group has concluded that the acquired inputs and processes constitute a business.

a. Consideration transferred: On acquisition date the fair value of the shares in Oxford Biomedica plc was 180.6p, this represents the

fair value of the consideration under IFRS 3. 3.149 million shares were issued giving a consideration of £5.7 million.

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

156 Notes to the Financial Information (Continued)

Consideration transferred:	Dec 24
	£'000
Fair value of shares in OXB issued to Institut Mérieux	5,700
Total consideration transferred	5,700

b. Acquisition related expenses: The Group incurred acquisition related legal and due diligence expenses of £1.5 million which is

included in Administrative expenses.

c. Identifiable assets acquired and liabilities assumed:

	Acquired net		Fair value of net
Identifiable assets acquired and liabilities assumed:	assets	Fair value adj	assets
	£'000	£'000	£'000
Property plant and equipment	8,018	(4,168)	3,850
Intangible assets	832	(832)	-
Long term receivables	191	-	191
Inventory	2,894	-	2,894
Cash and cash equivalents	9,004	-	9,004
Prepayments and accrued income	2,145	-	2,145
Trade and other receivables	1,384	-	1,384
Lease liabilities	(1,548)	-	(1,548)
Payroll and other taxes	(2,568)	-	(2,568)
Other liabilities	(7,931)	-	(7,931)
Total identifiable net assets acquired:	12,421	(5,000)	7,421

d. Goodwill: The acquisition of OXB France increases access to EU-based clients and broadens the Group's international

development, manufacturing and testing presence, whilst increasing its capacity in process and analytical development and early

stage manufacturing. Conversely, the vendors have been able to dispose of a business that was not profitable for them. As a

result of the mutual benefits of the transaction, the fair value of the net assets acquired is in excess of the fair value of the shares

transferred as consideration which has created a negative goodwill.

Negative goodwill arising from the acquisition has been recognised through the profit and loss in other operating income

as follows:

	Acquired net
Goodwill	assets
	£'000
Consideration transferred	5,700
Fair value of identifiable assets	7,421
Negative goodwill	(1,721)

e. Impact of acquisition: During the year ended 31 December 2024, the acquisition has contributed £11.5 million revenue and

pre-tax loss of £11.7 million. Had the acquisition taken place on 1 Jan 2024, then the revenue contributed in the period would have

been £0.7 million more and a further £0.9 million loss.

f. Acquired receivables: The fair value of trade and other receivables is £1.4 million and includes trade receivables with a fair value of

£1.4 million. The gross contractual amount for trade receivables due is equal to the fair value.

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

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36 Related party transactions

Identity of related parties

As at 31 December 2024, the Group consisted of:

• the parent company, Oxford Biomedica plc.

• one wholly-owned UK trading subsidiary Oxford Biomedica (UK) Limited, the principal trading company.

• one US trading subsidiary, 90% owned, Oxford Biomedica (US) LLC.

• one wholly-owned French trading subsidiary, Oxford Biomedica (France) SAS.

• one wholly-owned US subsidiary, Oxford Biomedica (US) Inc.

• one wholly-owned Irish subsidiary, Oxford Biomedica (Ireland) Ltd.

• one wholly-owned UK dormant subsidiary, Oxxon Therapeutics Limited which was acquired and became dormant in 2007 when

its assets and trade were transferred to Oxford Biomedica (UK) Limited and

• one wholly-owned UK dormant subsidiary, Invivusbio Limited, which changed its name on 18 January 2023 from OXB

Solutions Limited.

The registered office of the parent company, it’s UK subsidiaries and OXB US Inc is Windrush Court, Transport Way, Oxford OX4

6LT. The registered office of Oxford Biomedica (Ireland) Ltd is Earlsfort Terrace, Dublin 2, DO2 T380, Ireland. The registered office of

OXB Biomedica (US) LLC is 1 Patriots Park, Bedford, MA 01730, USA. The registered office of Oxford Biomedica (France) SAS is 4 Rue

Laurent FriesIllkirch-Graffenstaden 67400, France.

The parent company is responsible for financing and setting Group strategy. OXB UK carries out the UK elements of the Group

strategy, employs all the UK staff including the Executive Directors and owns and manages all of the Group's intellectual property.

OXB US and OXB France carry out the US and French equivalent activities respectively.

The proceeds from the issue of shares by the parent company are passed from the Company to OXB UK as a loan and OXB UK

manages Group funds and makes payments, including the expenses of the parent company.

	Transactions		Balance outstanding
	2024	2023	2024	2023
	£'000	£'000	£'000	£'000
Sales of goods and services
Q32 (formerly Homology Medicines, Inc)	145	23,664	-	2,429
Purchase of services
Q32 (formerly Homology Medicines, Inc)– rental income	-	387	-	17
Other Other: Q32 (formerly Homology Medicines, Inc)– rental income	1,743	1,074	-	258

The loans from the parent company to OXB UK and OXB US Inc are unsecured and interest free. The loans are not due, planned or

expected for repayment within 12 months of the year end. The year end balance on the loans was:

	2024	2023
Company: period-end balance of loan	£'000	£'000
Loan to subsidiary : Oxford Biomedica (UK) Ltd	276,290	287,592
Loan to subsidiary: Oxford Biomedica (US) Inc.	3	141,398

The investment in the subsidiaries, of which the loans form a part, have been impaired by £227.7 million including £1.46 million in

OXB France (note 13) in 2024.

The parent expenses in the year paid for by OXB UK was £11.3 million (2023: £9.6 million)

In addition to the transactions above, options over the parent Company's shares have been awarded to employees of subsidiary

companies. In accordance with IFRS 2, the parent Company has treated the awards as a capital contribution to the subsidiaries,

resulting in a cumulative increase in the cost of investment of £30.9 million (2023: £28.8 million).

There were no transactions (2023: none) with Oxxon Therapeutics Limited.

Parent Company: transactions with related parties

There were no other outstanding balances in respect of transactions with Directors and connected persons at 31 December 2024

(2023: none). Key person remuneration can be seen in note 5 of the financial statements.

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

158 Notes to the Financial Information (Continued)

37 Re-presentation

In 2024, the Group has pivoted to a pure-play CDMO and as a result, the classification of the expenditure types has been reviewed

and represented in a more meaningful way.

• The costs previously disclosed as Bioprocessing and the element of Research and Development which related to Development

services are now included as operating costs.

• Innovation costs relate to the internal development work undertaken on OXB platforms.

• Commercial costs relate to the teams engaged in business development activities.

• Administration expenses are those departments who support the operational teams across the Group.

The table below shows the impact on 2023 of the changes made in the year.

			Re-	2023 as
	023	Re- 2	presentation	previously
		presented	Impact	reported
		£'000	£'000	£'000
Revenue		89,539	-	89,539
Cost of sales		(49,812)	-	(49,812)
Gross Profit		39,727	-	39,727
Operating costs		(86,163)	86,163	-
Bioprocessing costs		-	(43,746)	(43,746)
Research and Development costs		-	(59,353)	(59,353)
Innovation costs		(11,471)	11,471	-
Commercial costs		(3,911)	3,911	-
Administration expenses		(26,893)	1,480	(25,413)
Impairment of assets		(99,284)	-	(99,284)
Other operating income		2,803	-	2,803
Gain/loss on sale and leaseback		1,018	-	1,018
Change in fair value of available for sale assets		-	74	74
Operating loss		(184,174)	-	(184,174)
Finance income		4,910	-	4,910
Finance costs		(9,263)	-	(9,263)
Loss before tax		(188,527)	-	(188,527)
Taxation		4,365	-	4,365
Loss for the period		(184,162)	-	(184,162)
Other comprehensive income
Foreign currency translation differences		(5,307)	-	(5,307)
Other comprehensive income		(5,307)	-	(5,307)
Total comprehensive expense		(189,469)	-	(189,469)

38 Post balance sheet event

Put/ call option

On 1 March 2025, OXB US Inc exercised the call option for the purchase of the remaining 10% of OXB US LLC from Q32. At the date

of this report, the transfer of Q32’s remaining 10% holding in OXB US to OXB US Inc is in the process of being finalised.

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

Independent auditors’ report to the

members of Oxford Biomedica plc

Report on the audit of the financial statements

Opinion

In our opinion, Oxford Biomedica plc’s group financial statements and company financial statements (the

“financial statements”):

• give a true and fair view of the state of the group’s and of the company’s affairs as at

31 December 2024 and of the group’s loss and the group’s and company’s cash flows for the year

then ended;

• have been properly prepared in accordance with UK-adopted international accounting standards as

applied in accordance with the provisions of the Companies Act 2006; and

• have been prepared in accordance with the requirements of the Companies Act 2006.

We have audited the financial statements, included within the Annual report and accounts 2024 (the

“Annual Report”), which comprise: Consolidated and Company Statements of Financial Position as at

31 December 2024; Consolidated Statement of Comprehensive Income, Consolidated and Company

Statements of Cash Flows, Consolidated Statement of Changes in Equity and Company Statement of

Changes in Equity Attributable to Owners of the Parent for the year then ended; and the notes to the

financial statements, comprising material accounting policy information and other explanatory

information.

Our opinion is consistent with our reporting to the Audit Committee.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and

applicable law. Our responsibilities under ISAs (UK) are further described in the Auditors’ responsibilities

for the audit of the financial statements section of our report. We believe that the audit evidence we

have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence

We remained independent of the group in accordance with the ethical requirements that are relevant to

our audit of the financial statements in the UK, which includes the FRC’s Ethical Standard, as applicable

to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with

these requirements.

To the best of our knowledge and belief, we declare that non-audit services prohibited by the FRC’s

Ethical Standard were not provided.

Other than those disclosed in Note 7, we have provided no non-audit services to the company or its

controlled undertakings in the period under audit.

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Our audit approach

Overview

Audit scope

• We performed full scope audit procedures over three components of the Group that were significant

due to risk or size.

• We performed full scope audit procedures over the company for the purpose of the company opinion.

• This provided coverage of 100% of revenue, 100% of loss before tax, and 100% of net assets.

Key audit matters

• The Group and Company's ability to continue as a going concern (group and parent)

• Impairment assessment of the assets of the Oxford Biomedica (US) LLC component (group)

• Revenue recognition for the batches manufactured under the new commercial contract (group)

• Purchase price allocation for the Oxford Biomedica (France) SAS acquisition (group)

• Stage of completion revenue recognition for incomplete batches and work orders (group)

Materiality

• Overall group materiality: £1,268,000 (2023: £1,241,000) based on 1% of three year average revenue.

• Overall company materiality: £2,938,000 (2023: £2,833,000) based on 1% of total assets.

• Performance materiality: £824,000 (2023: £807,000) (group) and £1,909,000 (2023: £1,841,000)

(company).

The scope of our audit

As part of designing our audit, we determined materiality and assessed the risks of material

misstatement in the financial statements.

Key audit matters

Key audit matters are those matters that, in the auditors’ professional judgement, were of most

significance in the audit of the financial statements of the current period and include the most

significant assessed risks of material misstatement (whether or not due to fraud) identified by the

auditors, including those which had the greatest effect on: the overall audit strategy; the allocation of

resources in the audit; and directing the efforts of the engagement team. These matters, and any

comments we make on the results of our procedures thereon, were addressed in the context of our

audit of the financial statements as a whole, and in forming our opinion thereon, and we do not

provide a separate opinion on these matters.

This is not a complete list of all risks identified by our audit.

Revenue recognition for the batches manufactured under the new commercial contract and Purchase

price allocation for the Oxford Biomedica (France) SAS acquisition are new key audit matters this year.

Impairment of investments and loans in subsidiaries, which was a key audit matter last year, is no

longer included because of increased market capitalisation of the group meaning increased headroom

between the net assets of the company and market capitalisation. Otherwise, the key audit matters

below are consistent with last year.

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Key audit matter

How our audit addressed the key audit

matter

The Group and Company's ability to continue as a going

concern (group and parent)

Refer to Note 1 Accounting policies to the Consolidated

and Company Financial Statements.

For our audit response and conclusions in respect of the

group and the company’s ability to continue as a going

concern, see the ‘Conclusions relating to going concern’

section below.

For the year ended 31 December 2024, the Group used

net cash in operating activities of £50.7 million and the

Company used net cash in operating activities of £2.1m.

Cash and cash equivalents as at 31 December 2024

were £60.7 million for the Group and £17.0 million for the

Company. As stated in Note 1 to the Annual Report and

Accounts, the Directors have prepared cash flow

forecasts for a period of at least 12 months from the date

of approval of these consolidated and company financial

statements, based in the first instance on the Group’s

2025 latests forecast and forecasts for 2026.

The Directors have undertaken a rigorous assessment of

the forecasts in a base case scenario and assessed

identified downside risks and mitigating actions.

A substantial proportion of the Group's forecasted

revenues under the base case is not covered by binding

purchase orders. The Group has a number of mitigating

actions in place that are largely within its control and

would enable the Group to reduce its spend within a

reasonably short time-frame to increase the Group and

Company's cash covenant headroom as required by the

loan facility with Oaktree Capital Management. However,

under a severe but plausible downside scenario,

management is required to commit to these actions in a

timely manner including taking mitigating action by the

end of Q4 2025 which may include rationalisation of

facilities and rightsizing the workforce. As a result, we

considered going concern to be a significant risk area

warranting additional focus as part of our audit

procedures over the Group and Company including the

evaluation of the levers available to the Directors in order

to conserve cash, considering the timing of when such

decisions would have to be made in order to have the

desired effect on the cash run rate of the business.

Impairment assessment of the assets of the Oxford

Biomedica (US) LLC component (group)

Refer to Note 2 Critical accounting judgements and

estimates, Note 11 Intangible assets & goodwill and Note

12 Property, plant & equipment.

The audit procedures we performed to address the risk

around the impairment of the Oxford Biomedica (US) LLC

CGU were:

Under IAS 36 ‘Impairment of Assets’, an impairment

indicator was identified in regard to the Oxford Biomedica

(US) LLC business. As such, management performed

their annual impairment assessment of the US business

as at 31December 2024. The assessment was performed

over the Oxford Biomedica (US) LLC business as a whole

as management determined the business to represent a

single cash generating unit ("CGU"). The impairment

review contains a number of key estimates such as the

forecast cash-flows, growth rates and the discount rate.

1) Assessed the methodology and approach applied by

management in performing the impairment review,

including the identification of Oxford Biomedica (US) LLC

as a single CGU and ensured this was consistent with the

requirements of IAS 36 ‘Impairment of Assets’; 2) Obtained

management’s impairment assessment for the CGU and

ensured the discounted cash flow calculation was

mathematically accurate; 3) Tested the underlying data on

which the impairment assessment is based to underlying

support where appropriate; 4) Substantiated longer term

revenue growth rate assumptions for the CGU through

available market data, together with assessing target

EBITDA levels against industry benchmarks; 5) Used our

PwC valuation experts to assess the appropriateness of

the discount rate and long term growth rate applied to the

terminal cash-flows.

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Management have calculated the recoverable amount of

the CGU to be the fair value less costs to sell for the

business. Management compared the present value of

expected future cash flows to the asset value of the CGU

as at 31 December 2024 and concluded that no further

impairment was required.

We concluded that the fair value less costs to sell model

prepared by management was consistent with the

requirements of IAS 36.

We also reviewed the adequacy of disclosures made in the

financial statements.

Revenue recognition for the batches manufactured under

the new commercial contract (group)

Refer to Note 2 Critical accounting judgements and

estimates.

The audit procedures we performed to address the risk

around the revenue recognition for the batches

manufactured under the new commercial contract were:

During the year, Oxford Biomedica entered into a new

commercial contract with an existing customer, against

which revenue of £14.9m has been recognised in the

year ended 31 December 2024. This includes £5.8m of

revenue relating to two new additional revenue streams

identified relating to procurement and storage services.

1) Assessed management's key judgements for

reasonableness; 2) Assessed key contractual terms

considered in management's analysis against the

underlying contractual agreement; 3) Challenged

management's key judgements, specifically as they relate

to the principal agent considerations and transfer of control

against the requirements under IFRS 15, as detailed in

management’s accounting policy, refer note 2.

Management have exercised significant judgement in

identifying the number of distinct performance obligations

included in the contract and the timing of revenue

recognition for each of these.

We also reviewed the adequacy of disclosures made in the

financial statements.

Purchase price allocation for the Oxford Biomedica

(France) SAS acquisition (group)

Refer to Note 2 Critical accounting judgements and

estimates and Note 35 Acquisition of subsidiary

The audit procedures we performed to address the risk

around the purchase price allocation for the Oxford

Biomedica (France) SAS acquisition were:

On 29 January 2024, Oxford Biomedica completed the

acquisition of ABL Europe SAS (now Oxford Biomedica

(France) SAS) acquiring the business through the

issuance of 3.15m shares.

1) We audited the acquisition balance sheet for the Oxford

Biomedica (France) entity to ensure it is complete and

accurate; 2) We assessed management's fair value

adjustments to the acquisition balance sheet for

reasonableness with the support of our PwC valuation

experts; 3) We assessed management's conclusion that

there are no further intangible assets that should be

recognised on the acquisition balance sheet; 4) We

assessed management's justification of why the transaction

gave rise to a gain on bargain purchase for

reasonableness based on our understanding of the

purpose of the transaction and the underlying

circumstances of the sale Institut Mérieux.

The shares had a price of £1.806 on the date of the

transaction valuing the total consideration at £5.7m.

We also reviewed the adequacy of disclosures made in the

financial statements.

The transaction itself is highly material and

management’s analysis of the fair value of assets

acquired and liabilities assumed values the acquisition

balance sheet at £7.4m thus giving rise to a gain on

bargain purchase of £1.7m. As such, the purchase price

allocation for the Oxford Biomedica (France) SAS

acquisition was identified as a significant risk area.

Stage of completion revenue recognition for incomplete

batches and work orders (group)

Refer to Note 2 Critical accounting judgements and

estimate.

The audit procedures we performed to address the risk

regarding stage of completion revenue recognition for

incomplete batches were as follows:

Bioprocessing revenue is recognised on a percentage of

completion basis over time as the processes are carried

out. Revenue is recognised based on the progress

towards verifiable stages of the bioprocessing process.

The percentage of completion assigned to each verifiable

For Bioprocessing revenues the following procedures were

performed: 1) We assessed management’s historical

forecasting accuracy of percentage of completion for the

prior financial year. 2) We obtained management’s revenue

recognition paper for bioprocessing batches with respect to

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stage of the bioprocessing process requires estimation in

terms of an assessment of the underlying cost base of

each stage of production. The value of the revenue

recognised on these work orders through to 31 December

2024 with regards to the bioprocessing batches which

remain in progress at year end is £39.4m (2023: £12.9m).

the key estimate being underlying batch cost split by

phase, agreed this to supporting evidence and challenged

management on the allocation of costs between different

phases of the process; 3) We assessed the changes to the

percentage of completion for each stage of a batch

compared to half-year and prior year, understood the

rationale for key changes and ran appropriate sensitivities

to confirm that management’s percentages were

reasonable; 4) We attended the last pre year-end and the

first post year-end batch review meeting of 2024 and 2025

respectively to corroborate the status of each open batch at

year-end and 5) We obtained evidence of the stage of

completion for a sample of batches and independently

recalculated the stage of completion.

The Group also recognises revenue for fixed price

process development work packages on a percentage of

completion basis and as such require estimation in terms

of the assessment of the correct percentage of

completion for that specific work package. The value of

revenue recognised on work orders which remain in

progress as at 31 December 2024 is £10.5m (2023:

£11.9m).

In order to address the risk around open fixed price

process development revenues, the following procedures

were performed: 1) We assessed management’s historical

forecasting accuracy of the percentage of completion for

the prior financial year; 2) For a sample of open work

orders, we obtained management’s calculation of the

percentage of completion and vouched completed activities

to supporting evidence to verify that the stage of

completion was appropriate and accurate. We understood

how the estimate was derived and compared them to

similar projects; and 3) We examined margins of customers

and work orders that were open at year-end, post year-end

to ascertain whether the percentage of completion at year-

end was appropriate.

The recognition of both of these revenue streams

involves significant estimation uncertainty and

subjectivity.

We also reviewed the adequacy of disclosures made in the

financial statements.

How we tailored the audit scope

We tailored the scope of our audit to ensure that we performed enough work to be able to give an

opinion on the financial statements as a whole, taking into account the structure of the group and the

company, the accounting processes and controls, and the industry in which they operate.

In the year ended 31 December 2024, the group operated across the UK, Europe and United States. We

have scoped three entities within the group as significant due to risk or size; Oxford Biomedica (UK)

Limited, Oxford Biomedica (US) LLC and Oxford Biomedica (France) SAS. Work performed over Oxford

Biomedica (UK) Limited has been performed by the Group audit team, whilst work over the Oxford

Biomedica (US) LLC component was performed by PwC US and work over the Oxford Biomedica (France)

SAS component was performed by EY France as component auditors.

For the work performed by the component auditors, we determine the appropriate level of involvement

we needed to have in that audit work to ensure we could conclude that sufficient appropriate audit

evidence had been obtained for the Group financial statements as a whole. We issued written

instructions to the component auditors and held regular communications with them throughout the

audit cycle. The Group Engagement Leader and team visited the US and France during the year to provide

additional direction to the component teams and attended the audit close meetings for both

components. A working paper review was also performed over the significant risk areas together with

additional workpapers based on engagement team judgement.

In addition, we performed full scope audit procedures over the company for the purpose of the company

opinion.

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Based on the detailed audit work performed across the Group,we have gained coverage of 100% of total

revenue, 100% of profit before tax, and 100% of net assets.

The impact of climate risk on our audit

As part of our audit we made enquiries of management to understand the extent of the potential

impact of climate risk on the group’s and company’s financial statements, and we remained alert when

performing our audit procedures for any indicators of the impact of climate risk. Our procedures did

not identify any material impact as a result of climate risk on the group’s and company’s financial

statements.

Materiality

The scope of our audit was influenced by our application of materiality. We set certain quantitative

thresholds for materiality. These, together with qualitative considerations, helped us to determine the

scope of our audit and the nature, timing and extent of our audit procedures on the individual financial

statement line items and disclosures and in evaluating the effect of misstatements, both individually and

in aggregate on the financial statements as a whole.

Based on our professional judgement, we determined materiality for the financial statements as a whole

as follows:

Financial statements - group

Financial statements - company

Overall

materiality

£1,268,000 (2023: £1,241,000).

£2,938,000 (2023: £2,833,000).

How we

determined it

1% of three year average revenue

1% of total assets

Rationale for

benchmark

applied

Based on the benchmarks used in the

annual report, revenue is considered to be

the primary measure used by shareholders

in assessing the performance of the group

and is a key performance indicator.

We believe that a total asset

benchmark is appropriate given that

the company does not generate

revenues of its own and is a holding

company for subsidiaries within the

group.

For each component in the scope of our group audit, we allocated a materiality that is less than our

overall group materiality. The range of materiality allocated across components was between £583,000

and £984,000. Certain components were audited to a local statutory audit materiality that was also less

than our overall group materiality.

We use performance materiality to reduce to an appropriately low level the probability that the

aggregate of uncorrected and undetected misstatements exceeds overall materiality. Specifically, we use

performance materiality in determining the scope of our audit and the nature and extent of our testing

of account balances, classes of transactions and disclosures, for example in determining sample sizes.

Our performance materiality was 65% (2023: 65%) of overall materiality, amounting to £824,000 (2023:

£807,000) for the group financial statements and £1,909,000 (2023: £1,841,000) for the company

financial statements.

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In determining the performance materiality, we considered a number of factors - the history of

misstatements, risk assessment and aggregation risk and the effectiveness of controls - and concluded

that an amount in the middle of our normal range was appropriate.

We agreed with the Audit Committee that we would report to them misstatements identified during our

audit above £126,800 (group audit) (2023: £62,000) and £293,000 (company audit) (2023: £141,650) as

well as misstatements below those amounts that, in our view, warranted reporting for qualitative

reasons.

Conclusions relating to going concern

Our evaluation of the directors’ assessment of the group's and the company’s ability to continue to adopt

the going concern basis of accounting included:

• Testing the mathematical integrity of the cash flow forecasts and assessing management’s historical

forecasting accuracy.

• Assessing the completeness and accuracy of costs included within the cash flow forecasts based on

historical expenditure and committed future costs.

• Assessing the reasonableness of assumptions within the base case model based on our understanding

of the business and by comparing against historical results.

• Considering compliance with debt covenants for the Group's loan arrangement with Oaktree.

• Considering the appropriateness of revenues retained in management's downside scenario including

agreeing a sample of committed revenues to supporting work orders and assessing the

reasonableness of uncommitted revenues retained based on historic conversion rates of such

revenues into actual revenue.

• Evaluating a mitigated downside scenario with discretionary expenditure carefully controlled in line

with available resources under which the group may seek to rationalise facilities and rightsize the

workforce. We evaluated the levers available to the Directors in order to conserve cash, considering

the timing of when such decisions would have to be made in order to have the desired effect on the

cash run rate of the business. This scenario showed that based on the level of existing cash, the

projected income and expenditure (the quantum and timing of some of which is at the Group’s

discretion) and other potential sources of funding, the Directors have a reasonable expectation that

the Company and Group have adequate resources to continue in business for the foreseeable future.

Management have also provided evidence of ongoing discussions in relation to the debt.

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 and the

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.

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.

However, because not all future events or conditions can be predicted, this conclusion is not a guarantee

as to the group's and the company's ability to continue as a going concern.

In relation to the directors’ reporting on how they have applied the UK Corporate Governance Code, we

have nothing material to add or draw attention to in relation to the directors’ statement in the financial

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statements about whether the directors considered it appropriate to adopt the going concern basis of

accounting.

Our responsibilities and the responsibilities of the directors with respect to going concern are described

in the relevant sections of this report.

Reporting on other information

The other information comprises all of the information in the Annual Report other than the financial

statements and our auditors’ report thereon. The directors are responsible for the other information.

Our opinion on the financial statements does not cover the other information and, accordingly, we do

not express an audit opinion or, except to the extent otherwise explicitly stated in this report, any form

of assurance thereon.

In connection with our audit of the financial statements, 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 audit, or otherwise appears to be materially

misstated. If we identify an apparent material inconsistency or material misstatement, we are required

to perform procedures to conclude whether there is a material misstatement of the financial statements

or a material misstatement of the other information. 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 based on these responsibilities.

With respect to the Strategic report and Directors' Report, we also considered whether the disclosures

required by the UK Companies Act 2006 have been included.

Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to

report certain opinions and matters as described below.

Strategic report and Directors' Report

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

Strategic report and Directors' Report for the year ended 31 December 2024 is consistent with the

financial statements and has been prepared in accordance with applicable legal requirements.

In light of the knowledge and understanding of the group and company and their environment obtained

in the course of the audit, we did not identify any material misstatements in the Strategic report and

Directors' Report.

Directors' Remuneration

In our opinion, the part of the Directors' Remuneration Report to be audited has been properly prepared

in accordance with the Companies Act 2006.

Corporate governance statement

The Listing Rules require us to review the directors’ statements in relation to going concern, longer-term

viability and that part of the corporate governance statement relating to the company’s compliance with

the provisions of the UK Corporate Governance Code specified for our review. Our additional

responsibilities with respect to the corporate governance statement as other information are described

in the Reporting on other information section of this report.

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Based on the work undertaken as part of our audit, we have concluded that each of the following

elements of the corporate governance statement, included within the Corporate Governance Report is

materially consistent with the financial statements and our knowledge obtained during the audit, and

we have nothing material to add or draw attention to in relation to:

• The directors’ confirmation that they have carried out a robust assessment of the emerging and

principal risks;

• The disclosures in the Annual Report that describe those principal risks, what procedures are in

place to identify emerging risks and an explanation of how these are being managed or mitigated;

• The directors’ statement in the financial statements about whether they considered it appropriate to

adopt the going concern basis of accounting in preparing them, and their identification of any material

uncertainties to the group’s and company’s ability to continue to do so over a period of at least twelve

months from the date of approval of the financial statements;

• The directors’ explanation as to their assessment of the group's and company’s prospects, the period

this assessment covers and why the period is appropriate; and

• The directors’ statement as to whether they have a reasonable expectation that the company will

be able to continue in operation and meet its liabilities as they fall due over the period of its

assessment, including any related disclosures drawing attention to any necessary qualifications or

assumptions.

Our review of the directors’ statement regarding the longer-term viability of the group and company was

substantially less in scope than an audit and only consisted of making inquiries and considering the

directors’ process supporting their statement; checking that the statement is in alignment with the

relevant provisions of the UK Corporate Governance Code; and considering whether the statement is

consistent with the financial statements and our knowledge and understanding of the group and

company and their environment obtained in the course of the audit.

In addition, based on the work undertaken as part of our audit, we have concluded that each of the

following elements of the corporate governance statement is materially consistent with the financial

statements and our knowledge obtained during the audit:

• The directors’ statement that they consider the Annual Report, taken as a whole, is fair, balanced

and understandable, and provides the information necessary for the members to assess the group’s

and company's position, performance, business model and strategy;

• The section of the Annual Report that describes the review of effectiveness of risk management and

internal control systems; and

• The section of the Annual Report describing the work of the Audit Committee.

We have nothing to report in respect of our responsibility to report when the directors’ statement

relating to the company’s compliance with the Code does not properly disclose a departure from a

relevant provision of the Code specified under the Listing Rules for review by the auditors.

Responsibilities for the financial statements and the audit

Responsibilities of the directors for the financial statements

As explained more fully in the Statement of Directors’ responsibilities in respect of the Annual report and

accounts, the directors are responsible for the preparation of the financial statements in accordance with

the applicable framework and for being satisfied that they give a true and fair view. The directors are

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also responsible for such internal control as they 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

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 company or to cease operations, or have no realistic alternative but to do so.

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 financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design

procedures in line with our responsibilities, outlined above, to detect material misstatements in respect

of irregularities, including fraud. The extent to which our procedures are capable of detecting

irregularities, including fraud, is detailed below.

Based on our understanding of the group and industry, we identified that the principal risks of non-

compliance with laws and regulations related to The Listing Rules, applicable tax legislation, The UK

Corporate Governance Code 2018, and Companies Act 2006, and we considered the extent to which non-

compliance might have a material effect on the financial statements. We evaluated management’s

incentives and opportunities for fraudulent manipulation of the financial statements (including the risk

of override of controls), and determined that the principal risks were related to posting inappropriate

journal entries, either in the underlying books and records or as part of the consolidation process, and

management bias in accounting estimates. The group engagement team shared this risk assessment with

the component auditors so that they could include appropriate audit procedures in response to such

risks in their work. Audit procedures performed by the group engagement team and/or component

auditors included:

• Discussions with management and the Group’s legal team,including consideration of known or

suspected instances of non-compliance with laws and regulations and fraud.

• Review of the component auditor's working papers and attendance of component auditor clearance

meetings.

• Challenging assumptions and judgements made by management in their significant accounting

judgements and estimates that involve considering future events that are inherently uncertain or that

may be subject to management bias. In particular, we focused our work on management’s

impairment assessment of the US business, estimates and judgments relating to revenue and

estimates relating to the purchase price allocation for the Oxford Biomedica (France) SAS acquisition.

• Identifying and testing journal entries, in particular any journal entries posted with unusual account

combinations.

• Testing all material consolidation adjustments to ensure these were appropriate in nature and

magnitude.

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There are inherent limitations in the audit procedures described above. We are less likely to become

aware of instances of non-compliance with laws and regulations that are not closely related to events

and transactions reflected in the financial statements. Also, the risk of not detecting a material

misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may

involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through

collusion.

Our audit testing might include testing complete populations of certain transactions and balances,

possibly using data auditing techniques. However, it typically involves selecting a limited number of items

for testing, rather than testing complete populations. We will often seek to target particular items for

testing based on their size or risk characteristics. In other cases, we will use audit sampling to enable us

to draw a conclusion about the population from which the sample is selected.

A further description of our responsibilities for the audit of the financial statements is located on the

FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors’

report.

Use of this report

This report, including the opinions, has been prepared for and only for the company’s members as a body

in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not,

in giving these opinions, accept or assume responsibility for any other purpose or to any other person to

whom this report is shown or into whose hands it may come save where expressly agreed by our prior

consent in writing.

Other required reporting

Companies Act 2006 exception reporting

Under the Companies Act 2006 we are required to report to you if, in our opinion:

• we have not obtained all the information and explanations we require for our audit; or

• adequate accounting records have not been kept by the company, or returns adequate for our audit

have not been received from branches not visited by us; or

• certain disclosures of directors’ remuneration specified by law are not made; or

• the company financial statements and the part of the Directors' Remuneration Report to be audited

are not in agreement with the accounting records and returns.

We have no exceptions to report arising from this responsibility.

Appointment

Following the recommendation of the Audit Committee, we were appointed by the members on

23 June 2023 to audit the financial statements for the year ended 31 December 2023 and subsequent

financial periods. The period of total uninterrupted engagement is 2 years, covering the years ended

31 December 2023 to 31 December 2024.

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Oxford Biomedica PLC |

Annual Report and Accounts 2024 |

Other matter

The company is required by the Financial Conduct Authority Disclosure Guidance and Transparency

Rules to include these financial statements in an annual financial report prepared under the structured

digital format required by DTR 4.1.15R - 4.1.18R and filed on the National Storage Mechanism of the

Financial Conduct Authority. This auditors’ report provides no assurance over whether the structured

digital format annual financial report has been prepared in accordance with those requirements.

David Farmer (Senior Statutory Auditor)

for and on behalf of PricewaterhouseCoopers LLP

Chartered Accountants and Statutory Auditors

Reading

9 April 2025

170

Oxford Biomedica PLC |

Annual Report and Accounts 2024 |

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Strategic reportCorporate GovernanceFinancial statementsOther information

CONTENTS

Other information

Glossary

172

Advisers and contact details

174

Oxford Biomedica PLC | Annual Report and Accounts 2024 | Other information

172

Glossary

OXB specific terminology

LentiVector® platform

OXB’s LentiVector® platform technology

is an advanced lentiviral vector

based gene delivery system which is

designed to overcome the safety and

delivery problems associated with earlier

generations of vector systems. The

technology can stably deliver genes into

cells with up to 100%

efficiency and

can integrate genes into non-dividing

cells including neurons in the brain and

retinal cells in the eye. In such cell types,

studies suggest that gene expression

could be maintained indefinitely. The

LentiVector® platform technology also

has a larger capacity than most other

vector systems and can accommodate

multiple therapeutic genes.

InAAVate

platform

OXB's AAV platform, which offers a

proprietary ‘plug and play’ Dual-Plasmid

system for transient transfection, as

well as a standard triple transfection

system for AAV-based gene therapies. The

inAAVate™ platform has demonstrated

cell culture titre to over 1E15 vg/L

for multiple serotypes across multiple

genomes and shown an increase in AAV

vector productivity and quality with >50%

full capsids in the bioreactor and >90% full

capsids in the final drug substance. The

Dual-Plasmid system, together with the

Group's proprietary transfection process

has been successfully scaled up to 2,000L

with multiple GMP runs at 500L scale and

represents a high-quality platform with

industry-leading productivity to enable

successful AAV product development.

Company

Oxford Biomedica plc

CET

Corporate Executive Team

ESGRC

Environment, Social, Governance and

Risk Committee

GTIC

Global Technical and

Innovation Committee

IPMC

Intellectual Property

Management Committee

OXB or Group

Oxford Biomedica plc and its subsidiaries

OXB UK

Oxford Biomedica (UK) Limited

OXB US

Oxford Biomedica (US) LLC

OXB US Inc

Oxford Biomedica (US) Inc

OXB France

Oxford Biomedica (France) SAS

STAC (replaced by ITEB)

Science and Technology Advisory

Committee (STAC) replaced by Innovation

and Technology Excellence Board (ITEB)

in January 2025.

TetraVecta

system

OXB's4

generation lentiviral vector

delivery system, which allows for higher

quality, potency, safety, expression level

and packaging capacity.

Terminology not specific to OXB

Adeno-associated viral vectors (AAV)

AAV based vectors are small and are

generally administered directly to patients

into target tissues or into the blood.

They allow expression of the therapeutic

protein in cells that generally do not

divide such as in the liver, the brain or eye.

Adenoviral vectors

Adenoviral based vectors are often used

to make vaccines to combat pathogens

(such as the adenovirus-based Oxford

AstraZeneca COVID-19 vaccine). They

work by expressing a protein in the

vaccine recipient's cells to generate an

immune response.

BBSRC CTP programme

Biotechnology and Biological Sciences

Research Council's (BBSRC) collaborative

training partnerships (CTP) programme

is a funding opportunity from the UK

Research and Innovation organisation.

UK registered businesses can apply for

funding to set up and run collaborative

training partnerships, in collaboration

with research organisations. These

partnerships should address industrial

research challenges. The programme

aims to: build capacity; address strategic

skills challenges in the UK bio-economy;

provide candidates with research,

innovation and transferable skills.

CAR-T therapy

Adoptive transfer of T cells expressing

Chimeric Antigen Receptors (CAR) is an

anti-cancer therapeutic as CAR modified

T cells can be engineered to target

virtually any tumour associated antigen.

CDMO (Contract Development and

Manufacturing Organisation)

A CDMO is a company that

serves other companies in the

pharmaceutical industry on a contract

basis to provide comprehensive services

from drug development through to

drug manufacturing.

Cell therapy

Cell therapy is defined as the

administration of live whole cells in a

patient for the treatment of a disease

often in an ex vivo setting.

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Strategic reportCorporate GovernanceFinancial statementsOther information

Clinical trials (testing in humans)

Clinical trials involving new drugs are

commonly classified into three phases.

Each phase of the drug approval process

is treated as a separate clinical trial. The

drug-development process will normally

proceed through the phases over many

years. If the drug successfully passes

through all phases it may be approved by

the regulatory authorities:

• Phase I: screening for safety

• Phase II: establishing the efficacy of the

drug, usually against a placebo

• Phase III: final confirmation of safety

and efficacy

CMC

Chemistry, Manufacturing and Controls

CMIP5

Coupled Model Intercomparison Project

UK Corporate Governance Code 2018

and 2024

The UK Corporate Governance Code,

published by the UK Financial Reporting

Council, which sets out standards

of good practice in relationship to

board leadership and effectiveness,

remuneration, accountability and relations

with shareholders. For the 2024 financial

year OXB adhered to the 2018 UK

Corporate Governance Code and from

1 January 2025 OXB will adhere to the

2024 UK Corporate Governance Code.

DNA

Deoxyribonucleic acid (DNA) is a

molecule that carries genetic information.

EMA

European Medicines Agency

ex vivo

Latin term used to describe biological

events that take place outside the bodies

of living organisms.

FDA

The Food and Drug Administration

Gene therapy

Gene therapy is the use of DNA to treat

disease by delivering therapeutic DNA into

a patient's cells which can be in an ex vivo

or in vivo setting. The most common form

of gene therapy involves using DNA that

encodes a functional, therapeutic gene

to replace a mutated gene. Other forms

involve directly correcting a mutation, or

using DNA that encodes a therapeutic

protein drug to provide treatment.

GxP, GMP, GCP, GLP

GxP is a general term for Good

(Anything) Practice. GMP, GCP and GLP

are the practices required to conform

to guidelines laid down by relevant

agencies for manufacturing, clinical and

laboratory activities.

Homology

Homology Medicines, Inc. (merged with

Q32 Bio, Inc.)

in vivo

Latin term used to describe biological

events that take place inside the bodies of

living organisms.

Intellectual Property (IP) refers to creative

work which can be treated as an asset

or physical property. Intellectual property

rights fall principally into four main

areas; copyright, trademarks, design rights

and patents.

lentiviral vectors

Lentiviral based vectors integrate into

patients’ cells and give rise to long term

expression and can be used in both

dividing and non-dividing cells, to treat

conditions such as immunodeficiencies or

cancer through CAR-T therapy.

MHRA

Medicines and Healthcare products

Regulatory Agency

Oxford AstraZeneca COVID-19 vaccine

The adenovirus-based Oxford

AstraZeneca COVID-19 vaccine, Vaxzevria

(formerly known as AZD1222), was co-

invented by the University of Oxford and

its spin-out company, Vaccitech.

OxLEP

Oxfordshire Local Enterprise Partnership

PCR

Polymerase chain reaction

Q32

Q32 Bio, Inc.

Quality Assurance

Qualified Person

RCP

Representative Concentration Pathway

SSP2

Shared Socioeconomic Pathway 2

U1 is a novel enhancer of lentiviral

vector production. OXB has generated a

modified U1 that increases lentiviral vector

titres and improves the P-to-I ratio.

UK Listing Rules

UK Listing rules made by the Financial

Conduct Authority pursuant to section

73A (2) of the UK Financial Services and

Markets Act 2000, as amended from time

to time.

Viral vectors

Are tools commonly based on viruses

used by molecular biologists to deliver

genetic material into cells.

Definitions of non-GAAP measures

Operating EBITDA

Earnings Before Interest, Tax,

Depreciation, Amortisation, revaluation

of investments and assets at fair value

through profit and loss and share based

payments is a non-GAAP measure often

used as a surrogate for operational

cash flow as it excludes from operating

profit or loss all non-cash items,

including the charge for share based

payments. However, deferred bonus share

option charges are not added back to

operating profits in the determination

of Operating EBITDA as they may be

paid in cash upon the instruction of the

Remuneration Committee.

Adjusted Operating expenses

Being Operating expenses before

Depreciation, Amortisation and share

based payments and the revaluation

of investments.

capex

Purchase of long term physical or fixed

assets which deliver an economic benefit

beyond the current financial year.

Cash burn

Cash burn is net cash generated from

operations plus net interest paid plus

capital expenditure.

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

174

Advisers and contact details

Advisers

Joint Corporate Broker

RBC Europe Limited

100 Bishopsgate

London EC2N 4AA

Financial Adviser and Joint

Corporate Broker

Jefferies International Limited

100 Bishopsgate

London

EC2N 4JL

Financial and

Corporate Communications

ICR Healthcare

85 Gresham St

London EC2V 7NQ

Registered Independent Auditors

PricewaterhouseCoopers LLP

3 Forbury Place

23 Forbury Road

Reading RG1 3JH

Solicitors

Covington & Burling LLP

22 Bishopsgate

London EC2N 4BQ

Registrars

MUFG Corporate Markets (previously

known as Link Group)

29 Wellington Street

Leeds LS1 4DL

Company Secretary and

Registered Office

Natalie Walter

Windrush Court

Transport Way

Oxford OX4 6LT

Tel: +44 (0) 1865 783 000

enquiries@oxb.com

www.oxb.com

Contact Details

Oxford Biomedica plc

Windrush Court

Transport Way

Oxford

OX4 6LT

United Kingdom

Tel: +44 (0) 1865 783 000

Oxford Biomedica PLC | Annual Report and Accounts 2024 |

Oxford Biomedica plc

Windrush Court, Transport Way

Oxford OX4 6LT, United Kingdom

Tel: +44 (0) 1865 783 000

enquiries@oxb.com

A global quality

and innovation-led

CDMO in cell and

gene therapy

oxb.com

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