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SUMMARY FINANCIAL PERFORMANCE

FINANCIAL HIGHLIGHTS

• Total revenues reached £128.8 million, representing a 44% 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 Medicines, Inc.

• Revenue growth 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.

• 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 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 and the non repeat of the 2023 impairment.

• Acquisition of ABL Europe SAS (OXB France) from Institut Mérieux for a fair value consideration of €6.6 million (£5.7 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 (31 December 2023: £103.7 million); Net cash was £20.6 million (31 December 2023: £65.2 million).

• 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 (which had merged with Homology Medicines, Inc). The transfer of Q32’s remaining 10% holding in OXB US LLC to OXB US Inc is in the process of being finalised.

BOARD UPDATE

• After nine years of service as an Independent Non-Executive Director, Audit Committee Chair and most recently as 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 Annual General Meeting. Mr. Henderson’s intention to retire is driven by the Corporate Governance Code provision that service of nine years or more may impair independence of a Director. The Board thanks Mr. Henderson for his impeccable service, loyalty and defining contributions to OXB’s strategic progress throughout his tenure.

  • Colin Bond, who joined the Board as an Independent Non-Executive Director in January 2025, will succeed Mr. Henderson as Audit Committee Chair. Mr. Bond brings substantial financial expertise to this role from his career as Chief Financial Officer of Sandoz and from senior finance positions at multiple global pharmaceutical and life sciences companies. 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.        
    
    

OUTLOOK AND FINANCIAL GUIDANCE

• Medium-term guidance: Continue to target three-year revenue CAGR of more than 35% for 2023-2026 and Operating EBITDA margins of approximately 20% by the end of 2026.

• For 2025, revenues are expected to be between £160 million and £170 million, consistent with medium-term revenue guidance. This is expected to be second half-weighted, consistent with prior years.

• Operating EBITDA profitability is expected for 2025, with a low single digit £ million Operating EBITDA profit.

• Guidance excludes the impact of FX fluctuations.

Analyst briefing
OXB's management team, led by Dr. Frank Mathias, CEO, Dr. Lucinda Crabtree, CFO and Dr. Sebastien Ribault, CBO will be hosting a briefing and Q&A session for analysts at 13:00 BST / 8:00 EST today, 9 April 2025, at RBC Capital Markets, 100 Bishopsgate, London, EC2N 4AA, United Kingdom.

A live webcast of the presentation will be available via this link. The presentation will be available on OXB's website at www.oxb.com.

If you would like to dial in to the call and ask a question during the live Q&A, please email OXB@icrhealthcare.com

1. Organic growth excludes the impact of the acquisition of ABL Europe SAS (OXB France) and the loss of revenues from Homology Medicines, Inc.

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). A reconciliation to GAAP measures is provided on page 16

3. 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

4. Includes contributions from milestones, licensing and royalties

Notes
Unless otherwise defined, terms used in this announcement shall have the same meaning as those used in the Annual report and accounts.

Enquiries:

About OXB

OXB (LSE: OXB) is 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 original pioneers in cell and gene therapy, OXB has 30 years of experience in viral vectors; the driving force behind the majority of cell and gene therapies. OXB 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), adenovirus 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. Learn more at www.oxb.com, and follow us on LinkedIn and YouTube.

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.

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 as 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

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 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.

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

1. As per the FY 2023 results release

2. As of this results release (includes post-period events)

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 a significant 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 3rd generation and TetraVecta^TM 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, 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 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.

Building an organisation for success
The Group further strengthened its Corporate Executive Team (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 1,800m² 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

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% ¹CC) increase compared with 2023 (£89.5 million) and an 81%² organic growth rate. Organic growth excludes the impact of the acquisition of ABL Europe SAS (OXB France) and the loss of revenues from Homology Medicines, Inc.

• 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 EBITDA³ 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 burn⁴ 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.

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

2. Comparative 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).

3. 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 16.

4. 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 17.

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, 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.

1. 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 16.

2. 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 25.

3. 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 17.
   
   

Revenue

Group revenue of £128.8 million was a 44% increase on 2023 (£89.5 million). Comparative growth was 81%, once adjusted for the non-recurrence of 2023 revenues from Homology in the US (£23.2 million). This comparative 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 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.

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).

1. Total expenses are operational expenses including cost of goods incurred by the Group. A reconciliation to GAAP measures is provided on page 15.

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. A reconciliation to GAAP measures is provided on page 16.

3. 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 15.
   
   

Total Expenses

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. Note 22 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.

1. Includes benefit of the RDEC tax credit.

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

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

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

1. 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 classified 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.

Operating and Net profit/(loss)

1. 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.

Cash flow

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

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. A reconciliation to GAAP measures is provided on page 16.

3. This is Changes in working capital and reversal of the Gain on sale of building as outlined in note 17: Cash flow from operating activities on page 40.

4. 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 25.

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

6. This is net cash generated from financing activities as per the Cash flow statement on page 40 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, further to the EBITDA movements, 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 increased to £7.5 million from £9.8 million, as the Group invested in the expansion of lentiviral development and manufacturing 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.

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

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 stood¹ 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 for the full year. 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 UK, US and France sites.
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.

1 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.

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.

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 the financial statements section of the 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 action 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

1 The prior year has been re-presented - please refer to Note 22

Statement of financial position

Statement of cash flows

Statement of changes in equity attributable to owners of the parent company

NOTES TO THE PRELIMINARY FINANCIAL INFORMATION

1. Basis of preparation
This preliminary announcement was approved by the Board of Directors on 9 April 2025.

The financial information set out above does not constitute the Company’s statutory accounts for the years ended 31 December 2023 or 2024 but is derived from those accounts. The preparation of the financial statements in conformity with IFRS requires the use of certain critical accounting estimates.

Statutory accounts for 2023 have been delivered to the registrar of companies, and those for 2024 will be delivered in due course.

The numbers presented in this released have been audited. The auditor has reported on the 2024 accounts; their report was (i) unqualified, (ii) did not include a reference to any matters to which the auditor drew attention by way of emphasis without qualifying their report; and (iii) did not contain a statement under Section 498 (2) or (3) of the Companies Act 2006.

The consolidated statement of comprehensive income for 2023 has been re-presented to present the accounts in a more meaningful way as detailed in note 22.

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 the financial statements section of the 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 Report and full-year 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.

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.

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 2 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.

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 customer 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.

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,.

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.

Sensitivities to the FVLCOD model outcome

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. Taxation
The Group claims research and development tax credits under the UK Government's Research and Development Expenditure Credit (RDEC) Scheme for large companies.

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. 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).

4. Basic and diluted profit/(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.

5. Finance Costs
Finance costs of £11.1 million (2023: £9.3 million) consists of loan interest (£4.5 million), foreign exchange gains relating to loans (£0.6 million) and lease liability interest recognised in accordance with IFRS 16 (Leases) (£5.3 million) offset by interest received on bank balances of £3.2 million.
6. Intangibles

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.

7. Property, plant and equipment

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).

8. Inventories

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: £2.1 million) of inventory which is not expected to be used in production or sold onwards.
9. Trade and other receivables

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 site lease.

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.

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.

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.

10. Trade and other payables

11. 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:

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. 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.

12. Provisions

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.

13. Loans

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.

14. Put/ call option liability

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.
15. Leases

16. Share capital and Share premium

At 31 December 2024 and 31 December 2023 Oxford Biomedica had an issued share capital of 105,961,199 and 96,804,353 ordinary 50 pence shares respectively.

806,365 shares were created as a result of the exercise of options by employees during the period.

17. Cash flows from operating activities

1. The movements in working capital attributable to subsidiary acquisition, are considered non-cash. Therefore, these movements have been excluded from the calculation of changes in working capital.
   
   

18. Non-controlling interest (“NCI”)

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 following table summarises the information relating to the Group's subsidiary that has material NCI:

19. 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).

20. Related party transactions

21 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

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:

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

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.

22 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.