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REG - Oxford Biomedica PLC - Preliminary results for the year ended 31 Dec 2025

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RNS Number : 1697Y  Oxford Biomedica PLC  26 March 2026

 

Preliminary results for the year ended 31 December 2025

 

A year of strategic execution, strong revenue growth and positive Operating
EBITDA

 

·    Strong 2025 financial performance; revenues at upper end of guidance,
with full year Operating EBITDA profitability achieved:

-     Revenue growth of 33% to £170.9 million (CC) (FY 2024: £128.8
million)

-     Operating EBITDA profit of £8.1 million (CC) (FY2024: £(15.3)
million), driven by revenue growth and increasing focus on operating costs,
and including one-off gain from the acquisition of the Durham, North Carolina
(NC) facility.

-   Underlying Operating EBITDA CC of £3.3 million, excluding the impact
of the Durham, NC facility (the gain, acquisition, integration and site
costs).

·    Revenue backlog up c.36% to c.£204 million, a strong indicator of
future revenues and continued growth through 2026 and beyond.

·   Contracted value of orders up c.20% YoY to £224 million reflecting
strong commercial momentum.

·    Strategic expansion of global CDMO network with acquisition of
FDA-approved commercial-scale viral vector manufacturing facility in Durham,
NC.

·  New multi-year Commercial Supply Agreement with Bristol Myers Squibb
(BMS) for the manufacture and supply of lentiviral vectors for BMS' CAR-T
programmes (signed post-period).

·   Financial guidance: FY 2026 revenues of £220 - 240 million with
Operating EBITDA margin c.10%; medium‑term revenue growth of 25 - 30% in
FY27 - 28 and EBITDA margins rising to at least 20% in FY 2027, with
longer‑term potential approaching c.30% over a five-to-six-year period.

 

Oxford, UK - 26 March 2026: OXB (LSE: OXB), a global quality and
innovation-led cell and gene therapy CDMO, today announces preliminary results
for the year ended 31 December 2025.

 

Dr. Frank Mathias, Chief Executive Officer of OXB, commented: "2025 was a year
of outstanding execution for OXB as we delivered on our pure-play CDMO
strategy. Strong commercial and operational execution resulted in 33% (CC)
revenue growth and Operating EBITDA profitability.

 

"During the year, we made targeted investments across our global network to
expand capacity and increase efficiency, including the acquisition of an
FDA-approved, commercial scale viral vector manufacturing facility in Durham,
North Carolina. This has enhanced our late-stage and commercial capabilities,
particularly in AAV, whilst strengthening our world-class offering to clients.
Innovation remained central to this, with enhancements to our platforms and
analytical capabilities to enable faster, more scalable, high-quality and
cost-effective manufacturing.

 

"Alongside this, demand increased across all vector types, as more client
programmes progressed into later-stage development, driving a significant
increase in orders and strengthening revenue visibility into 2026 and early
2027.

 

"With an established and growing position as a global leader in viral vector
development and manufacturing, an integrated global network and a strong
balance sheet, OXB enters 2026 well positioned to deliver on our near and
medium-term guidance and continue our trajectory of sustainable profitable
growth."

 

SUMMARY FINANCIAL PERFORMANCE

 

 £'m                                 2025     2024    % change

 Revenue*                            168.7    128.8   31.0%
 Manufacturing services              81.1     68.4    18.6%
 Development services                60.1     47.3    27.1%
 Procurement services                22.3     5.8     284.5%
 Licences, milestones and royalties  5.2      7.3     (27.4)%
 Cost of Sales                       (102.8)  (75.8)  36.0%
 Gross Profit                        66.0     53.0    23.8%
 Operating EBITDA**                  2.3      (15.3)  115.0%

 

* Revenue was £170.9 million in constant currency

** Operating EBITDA was £8.1 million in constant currency

*** Underlying EBITDA was £3.3 million in constant currency excluding the
gain (£9.9 million), acquisition (£1.3 million), integration and site (£3.8
million) costs for the Durham, NC facility.

 

 

FINANCIAL AND OPERATIONAL HIGHLIGHTS

·   Revenues increased by 33% on a constant currency basis (CC)(1) to
£170.9 million CC; reported revenues increased 31% to £168.7 million (2024:
£128.8 million), demonstrating continued momentum

·      Revenue growth was driven by:

o  Growth in lentiviral vector GMP manufacturing, supporting clinical and
commercial launch programmes.

o  Increased client progression through clinical development, reflected in
higher development revenues from process characterisation and validation work.

o  Growth in Procurement and Storage services, supporting clients preparing
for commercialisation by ensuring stability of raw material supply.

·   Significant improvement in profitability, with Operating EBITDA profit
of £2.3 million (£8.1 million (CC)), driven by stronger revenues and
increasing focus on operating costs (2024 loss: £(15.3) million).

o  Includes a non-recurring gain of £9.9 million and costs of £1.3 million
related to the acquisition of the Durham, NC facility.

·    Underlying Operating EBITDA CC of £3.3 million; excludes the
benefit of the one-off non-recurring gain related to the acquisition of the
Durham, NC facility of £9.9 million and the costs associated with the site,
its integration and purchase.

·   Operating loss substantially lower at £(22.5) million (2024 loss:
£(39.4) million) reflecting strong revenue growth and disciplined cost
control.

·      Acquisition of an FDA approved commercial-scale viral vector
manufacturing facility in Durham, NC for $4.5 million (£3.3 million).

o  The transaction comprised a purchase of key assets with a fair value of
$17.9 million (£13.3 million), resulting in a favourable gain of $13.4
million (£9.9 million).

·   Improved net cash from operations of £0.5 million (2024 loss: £(50.7)
million) reflecting improved operating performance, disciplined cash control
and increased client deposits and upfront payments.

·    Cash at 31 December 2025 was £96.9 million (2024: £60.7 million);
net cash at 31 December 2025 was £55.4 million (2024: £20.6 million).

·      Completed several key financial transactions in 2025 including:

o  Increased ownership of Oxford Biomedica (US) LLC ("OXB US") by purchasing
the remaining 10% interest for $2.5 million (£2.0 million), extinguishing the
put/call option held on the balance sheet.

o  New four-year term loan facility of up to $125 million with Oaktree
Capital Management, L.P. ("Oaktree").

o  Equity placing raising additional c.£60 million to invest in and scale
OXB's global network.

·    In February 2026, post-period end, OXB announced a new multi-year
Commercial Supply Agreement with BMS, for the manufacture and supply of
lentiviral vectors for BMS' CAR-T programmes.

·    In March, post-period end, OXB extended global reach of its platforms
through a licensing and option agreement with Australian CDMO Viral Vector
Manufacturing Facility (VVMF).

·   In March, post-period end, the Board approved, a further $15 million
draw down under the existing Oaktree loan facility, from the total principal
amount of $125 million.

( )

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

(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 17.

 

 

OUTLOOK AND FINANCIAL GUIDANCE

·   On a constant currency basis, FY 2026 revenues are expected to be
between £220-240 million, representing >35% CAGR for 2023-2026 and
Operating EBITDA margin is expected to be approximately 10%

·    In FY 2026, revenues and EBITDA are expected to be second half
weighted with H2 set to benefit from the completion of the AAV and lentiviral
vector technology transfers in France and the ramp up of Durham revenues

·      H1 2026 is expected to be loss-making on an EBITDA level due to
the phasing of revenues, planned shutdowns and non-recurring costs, with H2
delivering a double-digit Operating EBITDA margin

·   Contracted client orders of £224 million in FY 2025 and revenue
backlog of c. £204 million at 31 December 2025 reinforces confidence in
continued growth through 2026 and beyond

·   60% of forecasted 2026 revenues are covered by contracted client orders
(subject to revenue performance obligations), with over 80% coverage including
the risk adjusted pipeline, providing good visibility for the year (as at
February 2026)

 

Analyst briefing

OXB's management team, led by Dr. Frank Mathias, CEO, Dr. Lucinda Crabtree,
CFO and Dr. Sebastien Ribault, CBO will host a virtual analyst briefing and
Q&A session today at 13:00 GMT / 08:00 ET. A live webcast of the
presentation will be available via this link (https://brrmedia.news/OXB_FY25)
. The presentation will be available on OXB's website at www.oxb.com
(http://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
(mailto:OXB@icrhealthcare.com)

 

Capital Markets Day

As previously announced, the Company will hold its Capital Markets Day at the
London Stock Exchange Group (LSEG) headquarters on 2 June 2026.  The event
will provide investors and analysts with an overview of OXB's strategy,
positioning within the growing cell and gene therapy (CGT) market, and
progress in strengthening its global capabilities and client partnerships.

 

Presentations from senior leadership will outline OXB's strategic priorities,
innovation and technology platforms, and approach to supporting clients across
the CGT value chain. The event will also include external industry
perspectives on sector trends and the evolving market opportunity.

 

Further details, including the agenda and registration information, will be
provided in due course.

 

Enquiries

 

OXB

T: +44 (0) 1865 509 737 / E: ir@oxb.com (mailto:ir@oxb.com)

Sophia Bolhassan, Head of Investor Relations

 

ICR Healthcare

T: +44 (0)20 3709 5700 / E: oxb@icrhealthcare.com
(mailto:oxb@icrhealthcare.com)

Mary-Jane Elliott / Sarah Elton-Farr / Angela Gray

 

RBC Capital Markets (Joint Corporate Broker)

T: +44 (0)20 7653 4000

Matthew Coakes / Kathryn Deegan

 

Jefferies (Joint Corporate Broker)

T: +44 (0)20 7029 8000

Sam Barnett / Gil Bar-Nahum

 

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 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 FTSE250 and FTSE4Good constituent, is headquartered in Oxford, UK. It
has development and manufacturing facilities across Oxfordshire, UK, Lyon and
Strasbourg, France, Bedford MA, and Durham NC, US. Learn more at www.oxb.com
(http://www.oxb.com) and follow us on LinkedIn
(https://www.linkedin.com/company/oxford-biomedica) and YouTube.
(https://www.youtube.com/oxfordbiomedica)

 

Chair's Statement

 

A year of strategic execution

 

2025 marked a milestone year for OXB, with strong financial growth, commercial
momentum and continued global expansion as we executed our multi-vector,
multi-site, pure-play CDMO strategy. This progress has reinforced our
leadership position in the viral vector market and positioned the Group for
sustained long-term growth. The rollout of our pure-play CDMO strategy and the
expansion of our global manufacturing footprint, including a growing US
presence, positions OXB well to navigate today's rapidly shifting
macroeconomic landscape, offering clients a resilient, multi-site network
capable of meeting their evolving needs.

 

In 2025, revenue grew by over 30% and we achieved positive operating EBITDA
profitability, reflecting OXB's progress towards becoming a sustainably
profitable business. Demand for our services continued to increase, with
contracted client orders rising by 20% year-on-year to £224 million and a
revenue backlog of approximately £204 million providing strong visibility
into 2026 and beyond. This robust commercial performance was driven by both
new and existing clients, with increased activity from maturing lentiviral
programmes approaching commercialisation and a growing number of new business
wins from AAV, supporting the continued diversification of our client base.

 

Strategic execution providing foundation for long-term growth

 

During the year, we achieved several important strategic milestones which are
crucial to OXB's long-term growth. In August 2025, we strengthened our balance
sheet through a c.£60 million equity raise and a new four-year term loan
facility of up to $125 million with Oaktree. This has enabled targeted,
planned investment across our global network and facilitated the expansion of
our manufacturing capabilities to meet growing client demand, reinforcing
OXB's position as a leading global cell and gene therapy CDMO.

 

A key step in our strategic expansion was the October 2025 acquisition of an
FDA-approved, commercial-scale viral vector manufacturing facility in Durham,
NC for $4.5 million (£3.3 million). The acquisition adds GMP manufacturing
capabilities across drug substance and fill-finish in the US and will allow us
to support late-stage client programmes and commercial launches directly from
North America. The Durham, NC facility has provided a capital-efficient route
to expanding OXB's viral vector manufacturing capabilities in the world's
largest cell and gene therapy market.

 

A leading pure-play cell and gene therapy CDMO in a growing market

 

In 2025, the global cell and gene therapy pipeline for pre-clinical and
clinical drug candidates grew to a total of 2,251 (from 2,068 in 2024), with a
steady increase in clinical-stage drug candidates, reflecting the progression
of successful drug candidates into later-stage development and a continued
influx of early-stage candidates (GlobalData). This trend is further
illustrated by the highest number of new approvals in five years, illustrating
how a supportive regulatory environment facilitates market growth (ASGCT Q4
2025). With an increasing number of global programmes advancing into
late-stage and commercial supply, the Board believes OXB is well positioned to
capture further market share within the growing cell and gene therapy market.

 

As the biggest viral vector market globally with approximately half of the
number of programmes in development, the US remains a critical market for OXB
(GlobalData). Accordingly, strengthening our presence in this region has been
identified as a clear strategic priority, with AAV client projects driving
demand. Establishing commercial manufacturing and fill-finish capabilities in
the US via our Durham, NC facility, coupled with the expansion of OXB's global
network, gives OXB the infrastructure to capitalise on these market trends.

 

Innovation-led enhancements to our global CDMO network

 

In 2025, OXB celebrated 30 years of building expertise in viral vector
development and manufacturing. Throughout the year, we continued to focus on
innovation, with strategic investment focused on improving the quality, yield
and scalability of viral vector manufacturing for our clients.

During the year, our Innovation and Technology Excellence Board (ITEB) held
its inaugural meeting. Chaired by Professor Dame Kay Davies, Senior
Independent Director, the ITEB comprises leading experts in cell and gene
therapy, biomanufacturing and innovation, alongside members of OXB's senior
leadership team. This novel advisory structure has begun shaping our
innovation priorities, with the ITEB working to identify investments in
scalable technologies. Facilitating a sustained competitive advantage, these
technologies aim to enhance our global CDMO network and client offering to
ensure that OXB remains at the forefront of scientific and technological
advancement.

Strengthened governance and leadership

In 2025, we continued to strengthen the governance foundations that support
OXB's strategic ambition as a global, innovation-led cell and gene therapy
CDMO.

Colin Bond joined the Board as a Non-Executive Director and Chair of the Audit
Committee, bringing significant experience in CDMO operations and
manufacturing scale-up and Peter Soelkner was appointed Vice Chair, reflecting
his expanded role supporting the Board and Corporate Executive Team (CET).

Stuart Henderson stepped down from the Board, in-line with tenure guidelines.
Robert Ghenchev, Novo Holdings A/S's (Novo) Board representative, also stepped
down from his role as Non-Executive Director after leaving Novo to pursue
other opportunities. On behalf of the Board, I would like to thank both Stuart
and Robert for their dedicated service and strategic insights during a period
of significant transformation for OXB.

Strong ESG delivery

2025 was a pivotal year for OXB delivering on its ESG priorities. The Group
surpassed its environmental goals, reducing its operational emissions by over
6% and driving a cumulative decrease of almost 40% from its 2021 baseline;
within close reach of its 42% absolute reduction target in Scope 1 & 2
emissions by 2030. On Scope 3 emissions, OXB strengthened its supplier
engagement resulting in 70% of purchased goods and services emissions now
being covered by Science-Based Targets (SBTs), advancing towards its 90% goal
by 2030. OXB also progressed its social responsibility agenda via enhanced
employee engagement and wellbeing initiatives across the sites and local
communities. A strengthened governance framework achieved through the ESGR
Committee and Site ESGR Committees helped enable these achievements.

For the first time, ESG-linked key performance indicators were incorporated
into annual bonus arrangements, embedding accountability and demonstrating the
significance OXB attributes to its ESG initiatives whilst aligning
sustainability priorities with executive decision making. Building on this
progress, new ESG-related performance measures have been added to the 2026
performance year to ensure sustainability targets remain a priority and
continue to align with executive incentives.

Well positioned for continued growth

Entering 2026, the Board is confident that OXB remains well positioned for
global growth as a world-leading pure-play cell and gene therapy CDMO,
building on three decades of scientific expertise, continued investment in
technology and operational excellence and long-standing client partnerships.

With a strengthened balance sheet and the addition of the Durham, NC facility
to our global network, OXB expects to continue to expand its market share in
the growing cell and gene therapy sector, supported by strong client demand.
Further targeted capital investment is planned to support sustainable
profitable growth and progressive margin improvement in the years ahead.

I would like to thank our clients, shareholders and colleagues for their
continued support as we advance our differentiated, high-quality offering
across the global cell and gene therapy CDMO market.

Dr. Roch Doliveux

Chair

 

Chief Executive Officer's statement

 

OXB delivered exceptional progress across the business in 2025, achieving
positive operating EBITDA profitability whilst maintaining strong commercial
momentum and operational execution. This performance demonstrates the strength
of our pure-play CDMO strategy, underpinned by robust demand for our services,
an expanding global footprint and increasing late-stage client activity.

OXB's financial performance reflected this progress, with Group revenue
increasing by 33% CC year-on-year to £170.9 million and almost 90% revenue
growth since 2023. Growth was driven by continued strength in lentiviral
manufacturing, the progression of client programmes into later stages and an
increasing interest in AAV services, alongside the operational leverage gained
from revenue expansion, improved efficiency and a disciplined cost base. OXB's
balance sheet was strengthened by a c.£60 million equity raise in August 2025
and entry into a new four-year loan facility of up to $125 million with
Oaktree.

The Group's global footprint and operational resilience is well-established
throughout our multi-vector, multi-site operating network and recently
expanded US presence through the late-2025 acquisition of an FDA-approved
commercial-scale viral vector facility in Durham, NC. During the year, OXB
also sharpened its operational focus at Bedford, MA, concentrating the site on
operational excellence to drive further efficiency gains across the network.
With an enhanced client base, strengthened balance sheet and growing order
book, OXB is well positioned to continue to expand its share of the global
viral vector market and deliver sustained profitability and long‑term value
for shareholders.

Strong commercial momentum and client demand

During 2025, OXB saw increased demand for its CDMO services with the
contracted value of client orders reaching approximately £224 million,
representing a 20% rise from the £186 million recorded in 2024. This includes
signed agreements with binding client forecasts for late-stage and commercial
activities, which accounted for over half of total orders and strengthens
revenue visibility into 2026 and early 2027. Alongside this, the Group's
revenue backlog increased c.36% to approximately £204 million, providing a
strong indicator of future revenues and continued growth through 2026 and
beyond.

OXB's above market performance results from rising activity from both existing
and new clients, with significant growth in activity from existing clients,
reflecting high levels of client satisfaction. The Group effectively managed
this expansion in client activity by deploying teams across its global
network, including the new Durham, NC facility, to execute projects in
parallel across multiple sites. This was made possible by the integrated 'One
OXB' operating model, which also ensured the optimal utilisation of its
platforms throughout.

Demand for OXB's services remained robust across all key viral vector types.
There was particularly strong momentum in AAV, which accounted for over half
of new client wins in the period and highlights the Group's success in gaining
further market share in the AAV space. OXB's portfolio includes 48 programmes
across 40 clients, with late-stage activities continuing to grow.

Positive momentum in client demand has continued into 2026. Post‑period end,
in February 2026, OXB announced the expansion of its strategic partnership
with BMS, signing a new commercial supply agreement for the manufacture and
supply of lentiviral vectors for BMS' CAR-T programmes. Additionally,
post-period end in March 2026, we further extended the global reach of our
platforms through a licensing and option agreement with Viral Vector
Manufacturing Facility (VVMF) in Australia, supporting the development of
regional viral vector manufacturing capabilities and strengthening our
presence in the fast-growing APAC market. These expanded agreements reflect
client's confidence in OXB's world-class capabilities and proven expertise in
delivering high-quality, commercial-grade viral vectors.

Looking ahead, the Group's pipeline of future business remains highly active
and diversified across geographies. The pipeline includes potential future
revenues, which OXB continues to track through a structured internal process,
providing clear visibility on future opportunities. This pipeline increased to
$597 million as at 31 December 2025 (from $570 million at 31 December 2024)
despite a higher volume of orders signed. This performance demonstrates that
new pipeline inflows more than kept pace with order conversion, underscoring
robust demand.

With a strengthened balance sheet and the addition of our Durham, NC facility
to our global network, OXB is well placed to support client programmes from
early-stage innovation through to late-stage and commercial supply.

Client programmes by stage

Late-stage clinical and commercial agreements continue to grow

                                               April 2025(1)         March 2026(2)
                                               40 clients            40 clients
                                               48 client programmes  48 client programmes
 Pre-clinical through to early stage clinical  42                    40
 Late stage clinical                           4                     5
 Commercial agreements                         2                     3

1      As per the FY 2024 results release

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

 

Innovation driving next-generation vector manufacturing

During 2025, OXB continued to prioritise client-centric innovation to enhance
the quality, yield and scalability of viral vector manufacturing.  A range
of initiatives were adopted to broaden client offerings, including the
integration of mass spectrometry technologies, providing an unbiased, highly
sensitive approach to protein characterisation and quantification in complex
biological mixtures. Reflecting this progress, OXB's innovation was
recognised externally with the publication of peer-reviewed journals on
safety and viral vector development and by being ranked 34th
in Fortune's 2025 list of Europe's Most Innovative Companies.

OXB's inAAVate™ platform, a proprietary 'plug and play' dual-plasmid
system for AAV-based gene therapies, was further enhanced during the year. The
Group developed a multi-serotype AEX (anion exchange chromatography) toolbox
that produces high-purity, regulatory-grade drug substance without the need
for further process development, expediting client programme delivery while
offering a potential reduction in the cost of goods.

In addition, OXB established a specialised team focused on cellular potency
assays for viral vectors, engaging with clients early in the development
process to streamline regulatory submissions and accelerate time to market.

Embracing digital transformation and artificial intelligence (AI)

OXB digitally transformed core elements of process development for its for
its LentiVector(TM) platform, achieving complete digital data capture. This
enables seamless data retrieval and analysis while significantly reducing the
need for manual data integrity checks. This transformation will extend to the
AAV platform in 2026, ensuring process development workflows are fully
digitised.

To unlock deeper insights, OXB is developing a data platform that will
automate data visualisation and reporting, paving the way for advanced
analytics including machine learning to drive innovation and efficiency across
the organisation.

OXB's Design of Experiments optimisation services combine machine learning
with automation to identify optimal experimental conditions quickly. When
applied to plasmid ratio studies, this approach saves around 100 hours per
study (an 80% reduction in time) while increasing product yields. In addition,
OXB applies supervised learning alongside advanced statistical methods for
rapid troubleshooting and diagnostics, delivering timely solutions that
strengthen client confidence. The Group is also introducing hybrid AI models
for predictive modelling that forecast experimental outcomes before physical
testing, accelerating development with reduced costs.

Capacity expansion and technology transfer

In the UK, strong demand for both manufacturing and development services, with
a particular increase in late-stage client programme activities, drove planned
expansion initiatives across core operational areas. OXB's manufacturing
services are being expanded through an increase in GMP manufacturing capacity
to be completed by the first half of 2026, achieved by refitting existing
suites and modifying shift cadence. Quality control capabilities are also
being scaled up to meet increased demand, alongside greater use of automation,
lab space optimisation and additional staffing. Lab capacity for development
services is also being expanded, including investments in automation to enable
scalable development without a significant increase in resources.

In France, technology transfer of the AAV platform from US and lentiviral
vector platform from UK progressed smoothly. AAV process development and pilot
manufacturing capabilities are now available to clients in France, while
lentiviral vector transfer at 50L and 200L GMP scales continues as planned.
Both AAV and lentiviral vector programmes remain on track to be GMP-ready in
France by Q2 2026. Modified Vaccinia Ankara (MVA) vector programmes remain a
core strength of the sites in France, supporting growing client demand in
immunotherapy and oncology.

Operational integration spanning the UK, the US and France enhanced both
efficiency and agility, enabling OXB to address client requirements across
different regions and development stages.

Integration and commercial preparedness at newly acquired Durham, NC facility

Following OXB's acquisition of a commercial-scale viral vector facility in
Durham, NC, a comprehensive integration and transformation plan was rapidly
initiated. Integration activities at the Durham, NC facility are progressing,
including a technology transfer from Bedford, MA to Durham, NC to prepare the
site for commercial AAV batch manufacturing with fill-and-finish capability to
follow thereafter.

The acquisition further strengthens OXB's position in the world's largest
viral vector manufacturing market, where demand for commercial-scale capacity
continues to accelerate. Establishing a US-based, FDA-approved commercial
facility increases proximity to clients and places OXB at the centre of global
viral vector development and commercialisation.

OXB is supporting pre-existing Durham, NC clients and is engaging with past,
current and prospective clients, reinforcing the strategic value of OXB's
expanded US footprint as demand for commercial‑ready viral vector capacity
continues to grow.

Strengthening organisational excellence

 

During the year, OXB continued to strengthen its organisational foundations,
with a focus on quality, leadership and operational readiness. In November
2025, Dr. Melanie Kearney joined OXB and its CET as Global Head of Quality,
bringing nearly three decades of experience across the pharmaceutical,
consumer health and biotechnology sectors. Post period end, in January 2026,
John Foy joined the business as Site Head of Durham, NC Operations bringing
three decades of experience across local and global roles, including extensive
CDMO experience.

 

OXB's commitment to high quality standards was further demonstrated in the
second half of 2025, when the South Korean Regulatory Authority (Ministry of
Food and Drug Safety) carried out a routine inspection at OXB's sites in the
UK. The outcome was positive with zero written observations.

 

Outlook

 

2025 was a milestone year for OXB, in which we continued to successfully
execute our pure-play CDMO strategy and delivered both strong revenue
performance and EBITDA profitability. With OXB's integrated global network,
the Group is well placed to drive growth and build on its position as a
leading cell and gene therapy CDMO.

OXB's 2026 objectives are framed around three pillars, namely: People, focused
on increasing employee engagement; Client-Centric Excellence, aimed at
delivering consistently on-time and on-quality performance and advancing our
ESG commitments; and Financials, centred on delivering revenue and EBITDA
growth. With these priorities driving execution, OXB enters 2026 with
encouraging momentum and a clear path for continued success.

Dr. Frank Mathias

Chief Executive Officer

 

Financial Review

 

In 2025, OXB successfully delivered strong topline growth, with revenues
increasing by over 30%, as the Group executed its strategy as a pure-play cell
and gene therapy CDMO. This topline growth, combined with focused cost control
enabled the Group to significantly improve its Operating EBITDA position
compared to 2024. OXB has started 2026 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:

·    Revenues increased by 33% on a constant currency basis (CC)(1) to
£170.9 million (1)CC; reported revenues increased 31% to £168.7 million
(2024: £128.8 million), demonstrating continued momentum.

·      Revenue growth was driven by:

o  Growth in lentiviral vector GMP manufacturing, supporting clinical and
commercial launch programmes.

o  Increased client progression through clinical development, reflected in
higher development revenues from process characterisation and validation work.

o  Growth in Procurement and Storage services, supporting clients preparing
for commercialisation by ensuring stability of raw‑material supply.

·   Significant improvement in profitability, with Operating EBITDA(2)
profit of £2.3 million (£8.1 million (CC(1))), driven by stronger revenues
and increasing focus on operating costs (2024 loss: £(15.3) million).

o  Includes a non-recurring gain of £9.9 million and costs of £1.3 million
related to the acquisition of the Durham, NC facility.

·    Underlying Operating EBITDA CC of £3.3 million; excludes the
benefit of the one-off non-recurring gain related to the acquisition of the
Durham, NC facility of £9.9 million and the costs associated with the site,
its integration and purchase.

·   Operating loss substantially lower at £(22.5) million (2024 loss:
£(39.4) million) reflecting strong revenue growth and disciplined cost
control.

·      Acquisition of an FDA approved commercial-scale viral vector
manufacturing facility in Durham, NC for $4.5 million (£3.3 million).

o  The transaction comprised a purchase of key assets with a fair value of
$17.9 million (£13.3 million), resulting in a favourable gain of $13.4
million (£9.9 million).

·    Improved net cash from operations of £0.5 million (2024 loss:
£(50.7) million) reflecting improved operating performance, disciplined cash
control and increased client deposits and upfront payments.

·     Cash at 31 December 2025 was £96.9 million (2024: £60.7
million); net cash at 31 December 2025 was £55.4 million (2024: £20.6
million).

·      Completed several key financial transactions in 2025 including:

o  Increased ownership of Oxford Biomedica (US) LLC by purchasing the
remaining 10% interest for $2.5 million (£2.0 million), extinguishing the
put/call option held on the balance sheet.

o  New four-year term loan facility of up to $125 million with Oaktree.

o  Equity placing raising additional c.£60 million to invest in and scale
OXB's global network.

·      In February 2026, post-year end, OXB announced a new multi-year
Commercial Supply Agreement with Bristol Myers Squibb, for the manufacture and
supply of lentiviral vectors for BMS' CAR-T programmes.

·     In March, post-period end, OXB extended global reach of its
platforms through a licensing and option agreement with Australian CDMO Viral
Vector Manufacturing Facility (VVMF).

·      In March, post-period end, the Board approved a further $15
million draw down under the existing Oaktree loan facility, from the total
principal amount of $125 million.

 

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

(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 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 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 and accounts for those
years.

 

 £'m                                         2025    2024    2023     2022    2021
 Revenue                                     168.7   128.8   89.5     140.0   142.8

Operations
 Operating EBITDA(1)                         2.3     (15.3)  (52.8)   1.6     35.9
 Operating (loss) / profit                   (22.5)  (39.4)  (184.2)  (30.2)  20.8
 Cash Flow
 Cash (used in) / generated from operations  (4.6)   (50.7)  (36.0)   (13.2)  24.5
 Capex(2)                                    4.8     7.5     9.8      16.3    9.5
 Cash (burn) / accretion(3)                  (18.9)  (68.2)  (39.1)   (33.0)  16.0
 Financing
 Cash                                        96.9    60.7    103.7    141.3   108.9
 Loan                                        41.5    40.1    38.5     39.8    -
 Non-Financial Key Indicators

 Headcount
 Year end                                    986     861     714      904     815
 Average                                     907     845     854      929     759

 

(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 certain 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. Gains and losses
from acquisitions are included within EBITDA as they relate to trading
businesses acquired and the ongoing costs of running the sites are within
EBITDA. A reconciliation to GAAP measures is provided on page 17.

(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 26.

(3) Cash (burn)/accretion is net cash generated from operations plus net
interest paid plus capital expenditure and lease payments. A reconciliation to
GAAP measures is provided on page 19.

 

Revenue

Revenues increased by 33% CC(1) to £170.9 million; reported revenues
increased 31% to £168.7 million (2024: £128.8 million). This growth is
driven by a 34% revenue growth in lentiviral vector projects in the UK.

 

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 19% to £81.1
million (2024: £68.4 million) due to a 32% increase in the number of batches
manufactured for clinical clients and for clients in preparation for
commercial launch.

·   Revenue generated from development services increased by 27% to £60.1
million (2024: £47.3 million) due to client products moving further along
their clinical development pathways including an increase in development
revenues from process characterisation and validation work.

·   Procurement and Storage services generated £22.3 million in revenue
(2024: £5.8 million). This revenue, recognised as point in time, represents
additional procurement and storage services from clients undergoing commercial
preparation activities, demonstrating our readiness to provide clients
stability of supply and the maturity of the Group in its capacity as a CDMO.

·     Revenues from licence fees, milestones and royalties decreased by
(28%) to £5.2 million (2024: £7.3 million). Milestones and licence fees
decreased to £2.8 million (2024: £4.1 million) due to the timing of
milestones achieved from existing clients. Royalties decreased to £2.5
million (2024: £3.2 million) as the Kymriah product matures through its life
cycle.

 

Gross Margin in 2025 was 39% (2024: 41%) a small reduction due to revenue mix
with a growth in lower margin procurement services revenues and a reduction in
higher margin milestone related revenue.

 

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

 

 £'m                                       2025  2024   2023      2022   2021
 Revenue
 Manufacturing services              81.1        68.4   51.0      93.8   111.1
 Development services                60.1        47.3   31.8      34.3   17.3
 Procurement services                22.3        5.8    -         -      -
 Licences, milestones and royalties  5.2         7.3    6.7       11.9   14.4
 Total revenue                       168.7       128.8  89.5      140.0  142.8
 Cost of Sales
 Manufacturing services              48.0        42.2   33.1      52.3   50.4
 Development services                37.1        29.0   16.7      18.6   10.0
 Procurement services                17.6        4.6    -         -      -
 Licences, milestones and royalties  0.1         -      -         -      -
 Total Cost of Sales                 102.8       75.8   49.8      70.9   60.4
 Gross Profit                        66.0        53.0   39.7      69.1   82.4
 Gross Margin                        39%         41%    44%       49%    58%
 Manufacturing services              41%         38%    35%       44%    55%
 Development services                38%         39%    48%       46%    42%
 Procurement services                21%         21%    -    -                -

Operating EBITDA

In 2025 the Operating EBITDA improved by £17.6 million into profit to £2.3
million (£8.1 million CC) (2024: (£(15.3) million), primarily as a result of
revenues increasing by 31%.

 

The table below discloses the impact of constant currency related to our
disclosures where we have provided market guidance. A portion of the Group's
UK based revenues and assets are denominated in USD which creates an FX
exposure for the Group and there is also a translation exposure on the
consolidation of overseas subsidiaries. The constant currency disclosure
presents our results as if they had occurred at the prior year rates to
provide insight into the underlying growth, excluding FX. The Group has
implemented FX hedging across a portion of these related revenues to provide
stability to the predictability of revenues and the USD denominated loan
mitigates some of the impact of the asset revaluations.

 

 £'m                               2025     2025 CC  2024     2023     2022     2021
 Revenue                           168.7    170.9    128.8    89.5     140.0    142.8
 Other income                      11.1     11.1     5.3      2.8      2.3      0.9
 FX (loss)/ gain                   (4.6)    -        1.2      -        -        -
 (Loss) /gain on sale of property  -        -        (0.1)    1.0      21.4     -
 Total expenses(excluding FX)(1)   (172.9)  (173.9)  (150.4)  (146.1)  (162.0)  (107.8)
 Operating EBITDA(2)               2.3      8.1      (15.3)   (52.8)   1.6      35.9
 Impairment                        -        -        -        (99.3)   -        -
 Non cash items(3)                 (24.8)   (25.0)   (24.1)   (32.1)   (31.8)   (15.1)
 Operating (loss)/profit           (22.5)   (16.9)   (39.4)   (184.2)  (30.2)   20.8

 

(1) Total expenses are operational expenses including cost of goods incurred
by the Group. A reconciliation to GAAP measures is provided on page 17.

(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, includ-ing 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 17.

(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
17.

 

In 2025, the Group benefited from a £9.9 million one-off favourable gain
resulting from the accounting treatment of the Durham, NC facility acquisition
recorded in Other Income. In 2024, the Group benefited from a £1.7 million
one-off gain as a result of the acquisition in France. Other income £1.2
million (2024: £3.6 million) also includes sub lease rental income of £0.6
million (2024: £2.5 million) and grant income to further develop supply chain
capabilities of £0.6 million (2024: £1.1 million).

 

Total Expenses

In order to provide the users of the accounts with a more detailed explanation
of the reasons for the year-on-year movements, the table below categorises the
Group's operational expenses, included within Operating EBITDA, according to
their relevant nature.

 

 

 £'m                      Raw Material & Ext costs      Man Power  Site Costs  Corp Costs(1)  EBITDA Related Expenses  Depn, Amort & share options      Total Expenses
 Cost of Sales            53.8                          23.3       25.7        -              102.8                    -                                102.8
 Operating costs          3.4                           36.5       (3.2)       (7.4)          29.3                     21.6                             50.8
 Innovation costs         0.9                           3.7        -           -              4.6                      0.4                              5.1
 Commercial costs         -                             6.4        -           0.4            6.8                      0.2                              7.0
 Administration expenses  -                             16.4       -           17.7           34.1                     2.6                              36.7
 Total Expenses           58.1                          86.3       22.5        10.7           177.6                    24.8                             202.4

 

 

(1) Corp costs within operating costs contains a credit relating to RDEC and
include due diligence costs

 

 

 Total Expenses 2024      Raw Material & Ext costs      Man Power  Site Costs  Corp Costs(1)  EBITDA Related Expenses  Depn, Amort & share options      Total Expenses

 £'m
 Cost of Sales            37.9                          19.0       19.0        -              75.8                     -                                75.8
 Operating costs          9.1                           34.1       1.8         (8.6)          36.4                     20.9                             57.3
 Innovation costs         0.7                           3.9        0.1         -              4.7                      (0.2)                            4.5
 Commercial costs         -                             5.9        -           0.4            6.3                      0.1                              6.4
 Administration expenses  -                             13.9       -           12.2           26.1                     3.3                              29.4
 Total Expenses           47.7                          76.9       20.8        4.0            149.3                    24.1                             173.4

( )

( )

(1) Corp costs within operating costs contains a credit relating to RDEC

 

The Group's associated cost base including raw materials increased by 15% to
£(172.9) million. The costs included an increased administration spend driven
by acquisition activities of £1.3 million and an increase in functions
supporting the larger global footprint. Operating Costs include Durham, NC
facility costs including £0.9 million of integration costs to bring the site
online as well as the operational running impact of the new Durham, NC
facility in Q4.

 

·    Raw materials, consumables and other external manufacturing costs
have increased by 22% as a direct result of the increase in the number of
lentiviral vector batches produced and development activities. 92% of these
costs are classified as cost of sales and increase with revenue.

·    Manpower-related costs have increased by 12% on 2024 to £86.3
million, driven by the increased global headcount as part of the expanding
business. 27% of this headcount is recovered into Cost of Sales and as site
utilisation improves and the Durham, NC facility comes online we expect this
to increase.

·    Site operating costs have increased by £1.7 million, an increase of
8% on 2024. This reflects the increased cost base which will be utilised on an
increased basis as site operations come online.

·     Corporate costs include the Company costs of £4.9 million, £1.3
million acquisition costs related to the Durham, NC facility and FX impact of
£(4.6) million. The remaining costs relate to the global corporate structure
including the costs of the CET. The strong performance in 2025 has resulted in
a higher bonus payout than in 2024, off-set by the research and Development
Expenditure Credit (RDEC). Due diligence costs in 2024 of £0.2 million were
incurred as a result of the acquisition of ABL Europe SAS (now Oxford
Biomedica (France) SAS (OXB France)).

·      The RDEC credit has increased to £(8.7) million (2024: £(7.4)
million) due to an increase in activity which qualifies for supporting the
resolution of scientific uncertainty.

 

 £'m                                                                         2025   2024   2023   2022   2021
 Raw materials, consumables and other external manufacturing services costs  58.1   47.7   35.0   49.2   36.7
 Manpower-related                                                            86.3   76.9   83.2   84.4   55.0
 Acquisition costs                                                           1.3    0.2    1.4    5.1    1.2
 Other costs                                                                 40.7   31.9   32.8   27.8   20.0
 RDEC Credit                                                                 (8.7)  (7.4)  (6.3)  (4.5)  (5.1)
 Total Expenses(1)                                                           177.6  149.3  146.1  162.0  107.8

 

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

 

Operating and Net profit/(loss)

 £'m                                                             2025    2024    2023     2022    2021
 Operating EBITDA(1)                                             2.3     (15.3)  (52.8)   1.6     35.9

 Depreciation                                                    (17.6)  (20.1)  (21.5)   (20.3)  (12.4)
 Amortisation                                                    (2.3)   (2.3)   (7.2)    (6.1)   -
 Share option charge                                             (4.9)   (1.7)   (3.5)    (5.4)   (2.5)
 Impairment / Change in fair value of available for sale assets  -       -       (99.2)   -       -
 Operating (loss)/profit                                         (22.5)  (39.4)  (184.2)  (30.2)  20.8
 Interest                                                        (12.3)  (7.2)   (6.3)    (7.8)   (0.9)
 Foreign exchange                                                2.8     (0.7)   1.9      (8.0)   -
 Taxation                                                        1.3     (1.3)   4.4      0.8     (0.9)
 Net(loss)/profit                                                (30.6)  (48.6)  (184.2)  (45.2)  19.0

 

(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 certain 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. Gains and losses
from acquisitions are included within EBITDA as they relate to trading
businesses acquired and the ongoing costs of running the sites are within
EBITDA.

 

In arriving at Operating (loss)/profit it is necessary to deduct from
Operating EBITDA the non-cash items referred to above. The depreciation charge
(£(17.6) million) (2024: (£(20.1)) million) is reflective of the increased
asset base post the acquisition of the Durham, NC facility and benefits from
favourable exchange rates on the translation of the USD assets. The
amortisation charge relates to intangible assets from business combinations
(£(2.3) million) is inline with 2024. The share option charge £(4.9) million
(2024: £(1.7) million) increased due to the non repeat of credit in 2024 from
leavers and a higher non cash bonus element due to improved performance.

 

The impact of these charges reduced the operating EBITDA profit and resulted
in an operating loss of £(22.5) million an improvement on the operating loss
of £(39.4) million in the prior year.

The net interest charge increased by £5.0 million primarily driven by an
increase of £3.0 million in interest payable on finance leases in 2025 to
£8.3 million (2024: £5.3 million). This is as a result of a 5 year rent
review for Oxbox, the Yarnton lease renewal and the inclusion of the Durham,
NC lease in Q4 (£1.0 million). Bank interest received decreased by £0.9
million to £2.4 million (2024: £3.2 million) due to a combination of lower
interest rates and the comparative timing of cash balances through the
periods. Interest payable on the loan from Oaktree increased by £1.0 million
to £5.5 million (2024: £4.5 million) owing to the write-off of unamortised
fees on the refinanced loan and the increased loan amounts drawn down in the
year. Foreign exchange gains related to the $60 million of drawn Oaktree loan
of £2.8 million were recognised in 2025 (2024: loss £(0.6) million).

 

The corporation tax credit of £1.3 million in respect of the RDEC tax credit
expected for 2025 offset by the release of the deferred tax liability on the
US intangibles of £3.1 million.

 

Other Comprehensive Income

The Group recognised a loss within other comprehensive income in 2025 of £3.2
million (2024: £0.7 million) in relation to movements on the foreign currency
translation reserve and hedging instruments. The increase relates to the
weakening of the USD against the pound from the December 2024 reporting date.
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

 £'m                                             2025    2024    2023     2022    2021
 Operating (loss)/profit                         (22.5)  (39.4)  (184.2)  (30.2)  20.8
 Non-cash items included in operating loss(1)    24.8    24.1    131.4    31.8    15.1
 Operating EBITDA(2)                             2.3     (15.3)  (52.8)   1.6     35.9
 Non-cash gain                                   (9.9)   -       -        -       -
 Working capital movement(3)                     3.0     (35.4)  16.8     (14.8)  (11.4)
 Cash (used in)/ generated from operations       (4.6)   (50.7)  (36.0)   (13.2)  24.5
 R&D tax credit received                         5.1     -       7.5      0.6     1.0
 Net Cash generated from / (used in) operations  0.5     (50.7)  (28.5)   (12.6)  25.5
 Interest paid, less received                    (2.2)   -       0.1      (4.1)   -
 Lease payments                                  (12.4)  (10.1)  (9.2)    -       -
 Capex(4)                                        (4.8)   (7.5)   (1.4)    (16.3)  (9.5)
 Net cash (burn) / inflow(5)                     (18.9)  (68.2)  (39.1)   (33.0)  16.0
 Acquisition of subsidiary                       (3.3)   9.0     -        (99.2)  -
 Sale of building                                -       -       -        60.0    -
 Net proceeds from financing(6)                  59.2    17.1    0.6      104.6   46.2
 Movement in year                                37.0    (42.1)  (38.4)   32.4    62.2

( )

(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 certain 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. Gains and losses
from acquisitions are included within EBITDA as they relate to trading
businesses acquired and the ongoing costs of running the sites are within
EBITDA.

(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
42.

(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 26

(5) Cash (burn)/inflow 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 26 excluding interest paid and lease liability payments.

 

The Group held £96.9 million of cash at 31 December 2025 (2024: £60.7
million). Significant movements across the year, are explained below:

 

·      The operating EBITDA profit of £2.3 million

·      A positive working capital movement of £3.0 million principally
driven by:

o  An increase in Trade and other receivables of £12.3 million to £71.3
million (2024: £59.0 million). This significant increase on 2024 is directly
related to increased activity in the second half of 2025, which resulted in
£22.7 million of Trade receivables at the end of 2025 for invoices not yet
due (2024: £23.3 million) and £25.2 million of contract assets (2024: £18.0
million) from inflight manufacturing batches and in progress development
projects all of which will be invoiced in 2026.

o  An increase in Trade and other payables of £9.2 million to £35.4 million
(2024: £26.2 million). The year end Trade payables balance was £4.6 million
higher than 2024, relating to the increased purchasing activity in Q4 ready
for 2026 production. The accruals in 2025 increased by £3.9 million include
the corporate bonus accrual on a higher performance level on an increased
headcount and the associated taxes which have increased in the UK by 1.2% in
the comparative period.

o  An increase in Contract Liabilities and Deferred Income of £18.2 million
to £43.5 million (2024: £25.3 million). This increase is driven by the
utilisation of suite dedication commitments securing manufacturing
availability throughout 2026.

·      In March 2025, the 2023 RDEC from HMRC was received and the 2024
UK RDEC refund, which remained outstanding at year end was received in
February 2026.  Due to this timing in the comparable period there was no
receipt. Both the 2021 and 2022 RDEC tax credits were received in 2023

·   Purchases of property, plant and equipment of £(4.8) million (2024:
£(7.5) million), as the Group concluded its investment 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 £(12.4) million (2024: £(10.1) million) for all
facilities which have increased but the impact is reduced due to the
translation of the USD lease payment due to favourable exchange rates. In
2025, the new Durham, NC lease was payable from Q4 2025.  The UK Corporate
office lease ceased in April 2025

·      The acquisition of the Durham, NC facility in October 2025
resulted in an outflow of £(3.3) million.

·   The net proceeds from financing (excluding finance leases and
interest) during 2025 was £59.2 million, net of proceeds from the equity
raise in August 2025 of £58.1 million in addition to the net loan movements
£3.2 million.

 

The result of the above movements is a net increase of £37.0 million which,
together with a negative movement in foreign currency balances of £0.8
million, leads to an increase in cash from £60.7 million to £96.9 million.

 

Subsequent events

On 16 March 2026, the Board approved the draw down of  a further $15 million
under the existing Oaktree loan facility, from the total principal amount of
$125 million.

 

Financial Outlook

OXB remains highly confident in the growth outlook for the cell and gene
therapy sector, underpinned by strong market fundamentals. Outsourcing demand
continues to support OXB's market‑share ambition, with the viral vector CDMO
market expected to grow at c.18% CAGR through 2031(1).

 

These dynamics are driving increased demand for outsourced viral vector
manufacturing, positioning OXB to capitalise on this trend through its
multi-vector global network and established track record as a pure-play cell
and gene therapy CDMO.

 

The Company's strong revenue growth trajectory, combined with its scalable
operating model is expected to drive increased operational leverage, as
volumes expand. Margins will further benefit from ongoing cost discipline.
Together, these factors are expected to support above-market growth and
continued expansion in EBITDA margins.

 

(1)Source: GlobalData and company estimates

Financial Guidance

 

 Financial metric          Guidance(1)
 Revenue                   2026: £220 - £240 million

                           2027: 25%-30% year-on-year growth

                           2028: 25%-30% year-on-year growth

 Operating EBITDA margins  2026: c.10%

                           2027: >20%

                           Long term: Approaching c.30% (within 5-6 years(2))

 Capex                     2026 and 2027 (in aggregate): c.£50 million, c.£20- £25 million per year
                           thereafter

(1) Excludes the impact of FX fluctuations

(2) From FY2025

 

On a constant currency basis, FY 2026 revenues are expected to be between
£220-240 million, representing >35% CAGR for 2023-2026 and Operating
EBITDA margin is expected to be approximately 10%. 60% of forecasted 2026
revenues are covered by contracted client orders (subject to revenue
performance obligations), with over 80% coverage including the risk adjusted
pipeline, providing good visibility for the year(1). As at 31 December 2025,
the Group's revenue backlog was approximately £204 million, an increase from
approximately £150 million at the end of FY 2024. This backlog is the amount
of future revenue available to earn from current orders.

 

As a result of planned activities in FY 2026, revenues and EBITDA will be
second half weighted. H1 2026 will absorb planned shutdowns for routine
maintenance, as in prior years, with additional non-recurring costs,
principally related to the completion of AAV and lentiviral technology
transfer costs and ongoing Durham integration. Due to the phasing of revenues,
planned shutdowns and non-recurring costs, H1 2026 is expected to be
loss-making on an EBITDA level. We anticipate a double-digit Operating EBITDA
margin in H2 2026, with H2 set to benefit from the completion of the AAV and
lentiviral vector technology transfers in France and the ramp up of Durham
revenues, with work from new clients already planned.

 

The addition of the Durham FDA-approved commercial-scale viral vector facility
has provided a capital-efficient route to expanding OXB's capacity in the US.
Therefore, capital expenditure, including strategic investments for future
growth, is now expected to be approximately £50 million in the aggregate for
2026 and 2027, a reduction from the £60 million previously communicated.

(1) As at February 2026

 

Viability Statement

The Directors have assessed the prospects of the Group over the three years to
December 2028. 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(TM)), 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 2028 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 2029

 

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 section
of this Annual report and accounts.

 

The Group and the Company made a loss after tax for the year ended 31 December
2025 of £30.6 million and £10.7 million respectively and generated net cash
flows from operating activities for the year of £0.5 million and £0.7
million respectively.

 

The Group also:

·    Refinanced its existing $50 million four-year term loan facility,
which was due for repayment in October 2026, into a new four-year loan
facility of up to $125 million, which is due for repayment in August 2029.

·      Completed an equity raise at a price of £4.31 per share raising
gross proceeds of approximately £60 million.

·      Completed a business combination transaction to acquire a
custom-built, state-of-the-art cell and gene therapy viral vector
manufacturing facility in Durham, NC from RTP Operating, LLC, a subsidiary of
National Resilience Holdco, Inc. for a consideration of $4.5 million.

·      Ended the period with cash and cash equivalents of £96.9
million.

 

In considering the basis of preparation of the FY25 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 2026 budget and forecasts for 2027. 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(TM) platform and
AAV businesses.

·      Considerable reduction in revenues from new clients.

·      Significant reduction in 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 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 beyond
December 2027 without taking any mitigating actions. Should the Group's
outlook worsen beyond what has been modelled in the downside scenario, 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. 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 Q3 2026 which
may include pausing recruitment or rationalisation of facilities.

 

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 £96.9 million at
the end of December 2025.

·      High level of contracted client orders and strength of pipeline
of commercial opportunities.

·      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 recent years.

·   The Group has the ability to control capital expenditure 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

 

Consolidated statement of comprehensive income

 

                                                      Dec-25     Dec-24
                                               Notes  £'000      £'000
 Continuing operations
 Revenue                                              168,741    128,797
 Cost of sales                                        (102,761)  (75,776)
 Gross profit                                         65,980     53,021
 Operating costs                                      (50,738)   (57,261)
 Innovation costs                                     (5,062)    (4,544)
 Commercial costs                                     (6,964)    (6,356)
 Administration expenses                              (36,759)   (29,420)
 Other operating income                               1,142      3,533
 Gain on bargain purchase                             9,917      1,721
 Loss on sale and leaseback                           -          (69)
 Operating loss                                       (22,484)   (39,375)
 Finance income                                5      5,182      3,236
 Finance costs                                 5      (14,634)   (11,126)
 Loss before tax                                      (31,936)   (47,265)
 Taxation expense                              3      1,291      (1,344)
 Loss for the period                                  (30,645)   (48,609)
 Other comprehensive expense                          147        -
 Gain on hedged instruments
 Foreign currency translation differences             (3,156)    (737)
 Other comprehensive expense                          (3,009)    (737)
 Total comprehensive expense                          (33,654)   (49,346)
 Loss attributable to:
 Owners of the Company                                (30,128)   (43,190)
 Non-controlling interest                      18     (517)      (5,419)
                                                      (30,645)   (48,609)
 Total comprehensive expense attributable to:
 Owners of the Company                                (33,137)   (43,878)
 Non-controlling interest                      18     (517)      (5,468)
                                                      (33,654)   (49,346)
 Basic and Diluted (loss) per ordinary share   4      (26.92)    (41.75)

 

Statement of financial position

 

                                               Notes                  Group

                                               Dec-25                                          De
                                                                                               c
                                                                                               -2
                                                                                               4

                                               £'000                                           £'
                                                                                               00
                                                                                               0
 Assets
 Non-current assets
 Intangible assets & goodwill                  6       25,168              29,219
 Property, plant and equipment                 7       107,628             64,296
 Trade and other receivables                   9       7,275               4,934
                                                       140,071             98,449
 Current assets
 Inventories                                   8       17,330              13,573
 Trade and other receivables                   9       71,268              58,971
 Derivative financial instruments                      166                 -
 Cash and cash equivalents                             96,884              60,650
                                                       185,648             133,194
 Current liabilities
 Trade and other payables                      10      35,364              26,169
 Provisions                                    12      -                   1,152
 Contract liabilities                          11      42,327              23,630
 Deferred income                               11      472                 562
 Loans                                         13      -                   281
 Lease liabilities                             15      6,057               4,139
 Put/ call option liability                    14      -                   2,388
                                                       84,220              58,321
 Net current assets                                    101,428             74,873
 Non-current liabilities
 Provisions                                    12      7,391               7,424
 Contract liabilities                          11      85                  50
 Deferred income                               11      606                 1,020
 Loans                                         13      41,488              39,790
 Lease liabilities                             15      100,583             64,551
                                                       150,153             112,835
 Net assets                                            91,346              60,487
 Equity attributable to owners of the parent
 Ordinary shares                               16      60,377              52,981
 Share premium account                         16      445,849             394,856
 Other reserves                                        7,471               8,709
 Accumulated losses                                    (422,351)           (399,500)
 Equity attributable to owners of the Company          91,346              57,046
 Non-controlling interest                      18      -                   3,441
 Total equity                                          91,346              60,487

 

Statement of cash flows

 

                                                             Notes              Group

                                                             2025                    2024

                                                             £'000                   £'000
 Cash flows from operating activities
 Cash (Consumed in)/generated from                           17      (4,623)         (50,666)
 R&D tax credit received                                             5,130           -
 Net cash generated/(consumed in) from operating activities          507             (50,666)
 Cash flows from investing activities
 Acquisition of subsidiary, net of cash acquired                     (3,337)         9,004
 Purchases of property, plant and equipment                  7       (4,761)         (7,496)
 Interest received                                           5       2,375           4,124
 Net cash (used in)/generated from investing activities              (5,723)         5,632
 Cash flows from financing activities
 Proceeds from issue of ordinary share capital               16      58,058          17,526
 Acquisition without change in control                               (1,997)         -
 Interest paid                                                       (4,583)         (4,086)
 Loans repaid                                                        (38,774)        (466)
 New loans undertaken                                                41,954          -
 Payment of lease liabilities capital                                (4,064)         (4,723)
 Payment of lease liabilities interest                               (8,334)         (5,343)
 Net cash generated from financing activities                        42,260          2,908
 Net Increase/(decrease) in cash and cash equivalents                37,044          (42,126)
 Cash and cash equivalents at 1 January                              60,650          103,716
 Movement in foreign currency balances                               (810)           (940)
 Cash and cash equivalents at 31 December                            96,884          60,650

 

Statement of changes in equity attributable to owners of the

parent company

 

                                                        Reserves
                                                        Ordinary shares  Share premium account  Merger  Other Equity  Translation  Cash flow Hedge  Accumulated losses  Total     Non-controlling interest  Total equity
 Group                                           Notes  £'000            £'000                  £'000   £'000         £'000                         £'000               £'000     £'000                     £'000
 At 1 January 2024                                      48,403           380,333                2,291   (8,059)       3,956        -                (352,918)           74,006    3,828                     77,834
 Loss for period                                        -                -                      -       -             -            -                (43,190)            (43,190)  (5,419)                   (48,609)
 Foreign currency translation differences               -                -                      -       -             (688)        -                -                   (688)     (49)                      (737)
 Other comprehensive expense                            -                -                      -       -             (688)        -                -                   (688)     (49)                      (737)
 Total comprehensive expense for the period             -                -                      -       -             (688)        -                (43,190)            (43,878)  (5,468)                   (49,346)
 Transactions with owners:
 Share options
 Proceeds from shares issued                            4,578            14,523                 4,126   -             -            -                (394)               22,833    -                         22,833
 Value of employee services                                                                                                                         2,079               2,079     4                         2,083
 Total contributions                                    4,578            14,523                 4,126   -             -            -                1,685               24,912    4                         24,916
 Changes in ownership interests:                                                                                                                                                                            -
 NCI recapitalisation                                   -                -                      -       -             -            -                (5,077)             (5,077)   5,077                     -
 Put / Call Option revaluation                          -                -                      -       7,083         -            -                -                   7,083     -                         7,083
 At 31 December 2024                                    52,981           394,856                6,417   (976)         3,268        -                (399,500)           57,046    3,441                     60,487
 Loss for period                                        -                -                      -       -             -            -                (30,128)            (30,128)  (517)                     (30,645)
 Foreign currency translation differences               -                -                      -       -             (3,156)      -                -                   (3,156)   -                         (3,156)
 Gain on hedged instruments                             -                -                      -       -             -            147              -                   147       -                         147
 Other comprehensive (expense)/income                                                                   -             (3,156)      147              -                   (3,009)   -                         (3,009)
 Total comprehensive expense for the period             -                -                      -       -             (3,156)      147              (30,128)            (33,137)  (517)                     (33,654)
 Transactions with owners:
 Shares
 Proceeds from shares issued                     16     7,396            50,993                 -       -             -            -                (331)               58,058    -                         58,058
 Value of employee services                             -                -                      -       -             -            -                4,684               4,684     -                         4,684
 ESOP reserve                                           -                -                      -       (179)         -            -                -                   (179)     -                         (179)
 Total contributions                                    7,396            50,993                 -       (179)         -            -                4,353               62,563    -                         62,563
 Changes in ownership interests:                                                                                                                                                                            -
 Acquisition of NCI without a change in control         -                -                      -       601           974          -                2,924               4,499     (2,924)                   1,575
 Put / Call Option revaluation                          -                -                      -       375           -            -                -                   375       -                         375
 At 31 December 2025                                    60,377           445,849                6,417   (179)         1,086        147              (422,351)           91,346    -                         91,346

 

 

NOTES TO THE PRELIMINARY FINANCIAL INFORMATION

 

1. Basis of preparation

 

This preliminary announcement was approved by the Board of Directors on 26
March 2026.

 

The financial information set out above does not constitute the Company's
statutory accounts for the years ended 31 December 2025 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 2024 have been delivered to the registrar of companies,
and those for 2025 will be delivered in due course.

 

The numbers presented in this released have been audited.  The auditor has
reported on the 2025 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.

 

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 section
of this Annual report and accounts.

 

The Group and the Company made a loss after tax for the year ended 31 December
2025 of £30.6 million and £10.7 million respectively and generated net cash
flows from operating activities for the year of £0.5 million and £0.7
million respectively.

 

The Group also:

·      Refinanced its existing $50 million four-year term loan facility,
which was due for repayment in October 2026, into a new four-year loan
facility of up to $125 million, which is due for repayment in August 2029.

·    Completed an equity raise at a price of £4.31 per share raising gross
proceeds of approximately £60 million.

·      Completed a business combination transaction to acquire a
custom-built, state-of-the-art cell and gene therapy viral vector
manufacturing facility in Durham, NC from RTP Operating, LLC, a subsidiary of
National Resilience Holdco, Inc. for a consideration of $4.5 million.

·      Ended the period with cash and cash equivalents of £96.9
million.

 

In considering the basis of preparation of the FY25 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 2026 budget and forecasts for 2027. 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(TM) platform and
AAV businesses.

·      Considerable reduction in revenues from new clients.

·      Significant reduction in 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 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 beyond
December 2027 without taking any mitigating actions. Should the Group's
outlook worsen beyond what has been modelled in the downside scenario, 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. 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 Q3 2026 which
may include pausing recruitment or rationalisation of facilities.

 

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 £96.9 million at
the end of December 2025.

·      High level of contracted client orders and strength of pipeline
of commercial opportunities.

·   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 recent years.

·      The Group has the ability to control capital expenditure 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 are 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 of facility in Durham, NC

The acquisition of a new facility in Durham, NC was completed in 2025. In
accordance with IFRS 3 Business Combinations, the acquisition of the site was
deemed to be the acquisition of a business.

 

A business consists of inputs and processes applied to those inputs that have
the ability to create outputs. Included in the net assets acquired were items
of property, plant and equipment, a right of use asset and inventory, which
represent inputs. The acquisition included an organised workforce with the
necessary skills and experience to provide the processes to be applied to the
above inputs. Together, the inputs and processes have the ability to provide
outputs in the form of manufacturing and development services. As such, the
Group has made the judgement that the acquired Durham, NC facility represented
a business and it has therefore been accounted for in line with the
requirements of IFRS 3. See note 20 for further details on the acquisition.

 

The Durham, NC facility forms part of the OXB US cash generating unit
discussed within the estimations section below. The activities at the two
sites, within the OXB US, do not independently generate cash flows and are
supported by the same support systems and functions.

 

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
£49.0 million. If the assessed percentage of completion was 10 percentage
points higher or lower, revenue recognised in the period would have been
£4.5 million higher or £6.0 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 £18.3 million. If the assessed percentage
of completion was 10 percentage points higher or lower, revenue recognised in
the period would have been £3.6 million higher or £3.3 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 £2.2 million (31 December 2024:
£1.3 million) has not been recognised during the year ended 31 December 2025
with the corresponding credit to contract liabilities. This revenue will be
recognised as the batches complete manufacturing.

 

Fair value assumptions on assets acquired in business combinations

The Plant, Property and Equipment acquired as part of the business combination
that completed in the year have been uplifted to fair value. Fair value has
been determined by undertaking a benchmarking exercise of the assets against
industry norms leading to an increase in the estimated useful lives of the
acquired assets to determine the fair value adjustments to the opening
acquisition balance sheet.

 

Impairment assessment of OXB US and France Cash Generating Units (CGUs)

OXB US and OXB France have been identified as separate CGUs (cash generating
units) of the business. Impairment triggers were identified in both the CGUs
as they did not fully deliver their annual budgets and accordingly, full CGU
impairment assessments have been performed as at 31 December 2025.

 

The recoverable amount of a 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) 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 FVLCOD
were as follows:

 

The Group has assessed the FVLCODs 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. The assumptions in the model are
consistent with the Group's long range plan applied on a respective basis to
the CGUs. Key estimation uncertainty inputs which directly impact the FVLCOD
which are consistent across both CGUs are assessed to be:

 

·      Revenue growth - the average growth rates, including the ability
of the CGU to acquire new clients and increase revenues from existing clients,
are in line with 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.

·      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 11.6% 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
are based on the Management approved forecasts. These forecasts may change in
future or the actual results vary.

·      Long term inflation rates 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 cash flows vary, this may impact the FVLCOD of the CGU.

·      EBITDA Exit multiple - is applied to the terminal value rather
than a long term growth rate as this is deemed to be more accurate as the
multiple embeds the market view of the long-growth potential.

 

The FVLCOD calculation on the OXB US CGU has been prepared based on an
approved forecast of 12 years followed by the calculation of the terminal
value. This is based on bringing the CGU to its full operational efficient
output following the acquisition of the facility at Durham, NC. Average growth
rates for the CGU are 40%. The FVLCOD calculation on the OXB France CGU has
been prepared based on an approved forecast of 6 years followed by the
calculation of the terminal value. This is based on bringing the CGU to its
full operational efficient output given the stage of the maturity of the site.
Average growth rates for the CGU are 38%.

 

Sensitivities to the FVLCOD model outcome

 

                                                       OXB US  OXB France
 31-Dec-25                                     Higher  Lower   Higher  Lower
                                               £'m     £'m     £'m     £'m
 Forecast revenues 10% higher or lower         46.8    (46.8)  24.9    (25.1)
 Operational expenditure 10% higher or lower   (31.5)  31.5    (17.3)  17.2
 Long term inflation rates 2% higher or lower  2.9     (2.9)   1.3     (1.3)
 Discount rate 1% higher or lower              (9.3)   10.5    (3.8)   4.0
 EBITDA Multiple 2.2x/6.2x higher or lower     27.6    27.6    41.2    (41.2)

 

 

Based on the valuation of the CGUs through discounted cash flow calculations,
the Group has assessed that no further impairment of OXB US or OXB France was
required in 2025 (2024: nil).

 

Lease dilapidation cost estimates

A portion of the Group's lease agreements include provisions related to end of
lease obligations, which the Group account for in the dilapidation provision.
An estimate is prepared of these costs using an underlying cost per square
foot and an estimate of the expected resultant settlement. At 31 December
2025, an increase in the estimate to the upper range would increase the
provision by £1.5 million. A decrease in the estimate to the lower range
would decrease the provision by £1.0 million. The upper and lower estimates
take into consideration the range in expected dilapidation cost per square
foot and likely outcomes of negotiations in the event of a lease ending.  See
note 15 for further details on leases.

 

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.

 

                                                                 2025     2024
 Current tax                                                     £'000    £'000
 Corporation tax                                                 (1,541)  (1,809)
 Total                                                           (1,541)  (1,809)
 Adjustments in respect of prior periods:
 France corporation tax research and development credit                   219
 United Kingdom corporation tax research and development credit  (231)    246
 Current tax                                                     (1,772)  (1,344)
 Deferred tax
 Deferred tax relating to the origination of timing differences  3,063    -
 Deferred tax                                                    3,063    -
 Taxation credit/(charge)                                        1,291    (1,344)

 

UK income tax

The amount of £1.5 million (2024: £1.8 million) included as part of the
taxation charge within the Statement of Comprehensive income for the year
ended 31 December 2025, comprises the corporation tax payable on the amount
claimed as a RDEC within research and development expenses in the Statement of
Comprehensive Income.

 

The United Kingdom corporation tax RDEC amount 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 £0.2 million
(2024: £0.2 million) relating to the corporation tax credit on a higher than
anticipated RDEC tax receipt. During 2025, the Group recognised £nil (2024:
£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
(2024: £nil).

 

At 31 December 2025, the Group had UK tax losses, with no expiry date, to be
carried forward of approximately £103.7 million (2024: £118.3 million).

 

US income tax

Deferred tax of £nil (2024: £nil) relates to temporary differences relating
to intangible assets. At 31 December 2025, the Group had US tax losses to be
carried forward of approximately £85.6 million (2024: £57.7 million) that
expire 20 years from it being incurred.

 

France income tax

The adjustment of current tax in respect of the prior year is £nil (2024:
£0.2m) which related to a lower than anticipated Corporate income tax (CIT)
tax credit.

 

4. Basic and diluted loss per ordinary share

 

The basic loss per share of (26.92)p (2024: (41.75)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 2025 being 111,921,751 (2024:
103,458,254).

 

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. Net Finance Costs

 

Net finance costs of £9.5 million (2024: £7.9 million) consists of loan
interest (£5.5 million), foreign exchange gains relating to loans (£2.8
million), bank interest receivable (£2.4 million), lease liability interest
recognised in accordance with IFRS 16 (Leases) (£8.3 million) and unwinding
of provisions (£0.1 million).

 

6. Intangible assets & goodwill

 

                                         Goodwill  Developed    Patents  Total

technology
                                         £'000     £'000        £'000    £'000
 Cost
 At 1 January 2025                       636       107,484      1,820    109,940
 Additions                               -         -            163      163
 Effects of movements in exchange rates  (44)      (6,475)      -        (6,519)
 At 31 December 2025                     592       101,009      1,983    103,584
 Amortisation and impairment
 At 1 January 2025                       636       78,278       1,807    80,721
 Amortisation charge for the period      -         2,265        5        2,270
 Effects of movements in exchange rates  (44)      (4,531)      -        (4,575)
 At 31 December 2025                     592       76,012       1,812    78,416

 Net book amount at 31 December 2025     -         24,997       171      25,168

 

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 2025, OXB US CGU located at the Bedford, MA facility was tested for
impairment at 31 December 2025 following an impairment trigger related to the
non delivery of their annual budget. It concluded no further impairment was
required (2024: £nil).

 

Due to a tax deduction not being available on a portion of the developed
technology intangible asset, there is a deferred tax liability of £nil at 31
December 2025 (2024: £2.1 million).

7. Property, plant & equipment

 

                                         Freehold property  Leasehold improvements  Office                    Bio processing and laboratory equipment  Right of use  Total

                                                                                    equipment and computers                                            assets
                                         £'000              £'000                   £'000                     £'000                                    £'000         £'000
 Cost
 At 1 January 2025                       2,736              61,285                  11,049                    59,748                                   50,492        185,310
 Additions at cost                       447                33                      810                       3,228                                    3,465         7,983
 Additions through                       -                  1,390                   1,630                     11,327                                   40,278        54,625

business combinations
 Disposals                               -                  (16)                    (51)                      (847)                                    (1,969)       (2,883)
 Change of Estimate                      -                  -                       -                         -                                        (1,016)       (1,016)
 Effects of movements in exchange rates  129                (2,080)                 43                        (630)                                    (1,469)       (4,007)
 At 31 December 2025                     3,312              60,612                  13,481                    72,826                                   89,781        240,012
 Accumulated Depreciation
 & Impairment
 At 1 January 2025                       357                40,474                  9,109                     43,099                                   27,975        121,014
 Charge for the period                   405                3,959                   1,120                     7,350                                    4,741         17,575
 Effects of movements in exchange rates  136                (1,789)                 (8)                       (735)                                    (1,138)       (3,534)
 Disposals                               -                  (16)                    (51)                      (812)                                    (1,792)       (2,671)
 At 31 December 2025                     898                42,628                  10,170                    48,902                                   29,786        132,384

 Net book value at
 31 December 2025                        2,414              17,984                  3,311                     23,924                                   59,995        107,628

 

 

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 2025, OXB US CGU located at the Bedford, MA US site was tested for
impairment at 31 December 2025, following an impairment trigger related to the
non delivery of their annual budget. It concluded no further impairment was
required (2024: £nil).

 

8. Inventories

 

                  2025    2024
                  £'000   £'000
 Raw materials    17,330  13,573
 Total Inventory  17,330  13,573

 

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 £3.1 million (2024: £4.7 million) of
inventory which is not expected to be used in production or sold onwards. The
Company holds no inventories.

 

9. Trade and other receivables

 

                       2025    2024
 Current               £'000   £'000
 Trade receivables     22,686  23,281
 Contract assets       25,195  18,048
 Other receivables     1,542   784
 Other tax receivable  15,753  12,914
 Prepayments           6,092   3,944
                       71,268  58,971

 

Non-current trade and other receivables constitute other receivables of £7.3
million (2024: £4.9 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 and Durham, NC, facilities leases.

 

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 £6.4 million (2024: £5.3 million) which were past due at the
reporting date and of which £5.3 million (2024: £4.9 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

 

                                     2025    2024
                                     £'000   £'000
 Trade payables                      14,208  9,612
 Other taxation and social security  2,183   1,513
 Accruals                            18,973  15,044
 Total Trade and other payables      35,364  26,169

 

11. Contract liabilities & 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:

 

 Years                                     Current  Non-Current  Total
 At 31 December 2025                       £'000    £'000        £'000
 Bioprocessing income                      30,266   -            30,266
 Process development income                6,346    56           6,402
 Procurement and storage services          5,699    -            5,699
 Licence fees and incentives               16       29           45
 Contract Liabilities                      42,327   85           42,412
 Grant                                     472      606          1,078
 Deferred income                           472      606          1,078

 

Contract liabilities and deferred income of £25.3 million are included in the
statement of financial position at the end of 2024, £23.7 million has been
recognised as revenue during the 2025 financial year.

 

Included within manufacturing services contract liabilities is revenue of
£2.2 million which has not been recognised during 2025 (2024: £1.3 million)
relating to the estimate of out of specification batches (refer to Estimations
within Note 2 for additional information). In 2025 all of the £1.3 million
held in contract liabilities as an out of specification provision at 31
December 2024 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 2025 or 2024.

 

12. Provisions

 

                            2025     2024
                            £'000    £'000
 At 1 January               8,576    8,457
 New provision              -        563
 Unwinding of discount      642      661
 Change in estimate         (1,016)  (1,105)
 Derecognition              (825)    -
 Foreign exchange movement  14       -
 At 31 December             7,391    8,576

 

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 Oxbox, Wallingford
Warehouse, Windrush Court, Yarnton and Harrow House to their original
condition at the end of the lease terms in 2033, 2037, 2037, 2036 and 2033
respectively.

 

The future anticipated costs of restoring the properties is calculated by
inflating the current expected restoration costs using the two 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 7.79% (2024: 9.20%) based on the risk free rate adjusted for
inflation. 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 to finance the acquisition of OXB US under a 1 year facility agreement
maturing in 2023. The facility was refinanced with Oaktree on 7 October 2022,
amending the facility into a senior secured four year term loan facility in a
principal amount of $50 million. The term loan carried a variable interest
rate, capped at 10.25% per annum and payable quarterly in cash.

 

On 31 July 2025, the Group completed an additional refinancing with Oaktree
resulting in an exchange of debt financial instruments under substantially
similar terms. A new four year senior secured loan facility was provided by
Oaktree in a principal amount of $125 million, of which $60 million was made
immediately available with the possibility for the remaining $65 million to be
drawn down in three delayed tranches subject to the satisfaction of certain
specified conditions. The first two delayed tranches, amounting to $40
million, are available for an eight month and 17 month period respectively and
are to be used for the working capital needs of the Group. The third delayed
tranche of up to $25 million is available throughout the four year period of
the loan facility to facilitate future business development and fund permitted
strategic acquisitions.

 

The term loan carries a floating interest rate initially set at 7% above the
three month Secured Overnight Financing Rate (SOFR), with interest payments
made quarterly in case. The interest rate is floored at 9% under the terms of
the loan facility. There is no cap on the interest, however, the Group has
entered into an interest-rate cap agreement to mitigate the exposure to
interest rate risk.

 

The interest rate is also subject to downward adjustment following the
satisfaction of certain commercial conditions and the Company has a
payment-in-kind option for the first two years of the loan facility whereby a
portion of the interest payable is capitalised as part of the principal loan
amount.

 

The terms include financial covenants including a minimum of $20 million cash
at all times and restrictions on the distributions made by the Group.

 

There are certain features to the loan that require bifurcation under IFRS 9
but Management have assessed these and concluded they are immaterial such that
no further bifurcation has been performed as of 31 December 2025.

 

                            2025      2024
                            £'000     £'000
 At 1 January               40,071    38,534
 Loan repayment             (38,778)  (464)
 New loans drawn down       41,954    756
 Interest accrued           4,670     4,515
 Interest paid              (4,433)   (4,086)
 Amortised fees             807       316
 Foreign exchange movement  (2,803)   500
 At 31 December             41,488    40,071

 

14. Put/ call option liability

 

                       2025     2024
                       £'000    £'000
 At 1 January          2,388    9,348
 Revaluation           (390)    -
 Settlement of option  (1,998)  (6,960)
 At 31 December        -        2,388

 

On 10 March 2022, the Group recognised a put/ call option liability to acquire
the remaining 20% of OXB US that it didn'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%.

 

In March 2025, the Group exercised the option to acquire the remaining 10% of
OXB US. Accordingly, the put/call option liability has been derecognised after
being settled in full during the year.

 

15. Leases

 

                                         Property               IT Equipment  Motor Vehicles  Total

                                                   Laboratory

Equipment
                                         £'000     £'000        £'000         £'000           £'000
 Balance at 1 January 2025               22,392    25           34            66              22,517
 Additions                               3,422     -            -             43              3,465
 Disposals                               (177)     -            -             -               (177)
 Business combination                    40,278    -            -             -               40,278
 Change in estimate                      (1,016)   -            -             -               (1,016)
 Depreciation charge for the period      (4,666)   (25)         (14)          (36)            (4,741)
 Effects of changes in foreign exchange  (325)     -            (2)           (4)             (331)
 Balance at 31 December 2025             59,908    -            18            69              59,995

 

 

                                2025                           2024
                                £'000                          £'000
  Maturity analysis - contractual undiscounted cash flows
 Less than one year             15,696                         10,072
 One to five years              67,622                         47,601
 Six to ten years               65,390                         36,197
 More than ten years            17,022                         21,917
 At 31 December                 165,730                        115,787

 

 

                                     2025                                2024
                                     £'000                               £'000
  Lease liabilities included in the Statement of Financial Position
 Current                             6,057                               4,139
 Non-current                         100,583                             64,551
 At 31 December                      106,640                             68,690

 

 

                                        2025                           2024
                                        £'000                          £'000
  Amounts recognised in statement of comprehensive income
 Interest on lease liabilities          8,334                          5,343
 Expense relating to short-term leases  12                             24

 

 

                                2025                        2024
                                £'000                       £'000
  Amounts recognised in the statement of cash flows
 Total cash outflow for leases  (12,392)                    (10,068)

 

16. Share capital and Share premium

 

At 31 December 2024 and 31 December 2025 Oxford Biomedica had an issued share
capital of 105,961,199 and 120,752,962 ordinary 50 pence shares respectively.

 

870,649 shares were created as a result of the exercise of options by
employees during the period.

 

17. Cash flows from operating activities

 

                                                                     2025      2024
                                                                     £'000     £'000
 Continuing operations
 Loss before tax                                                     (31,936)  (47,265)
 Adjustment for:
 Depreciation                                                        17,575    20,084
 Amortisation of intangible assets                                   2,270     2,343
 Impairment charge                                                   -         179
 Loss on disposal of property, plant and equipment                   20        289
 Net finance costs                                                   9,452     7,890
 Charge in relation to employee share schemes                        4,683     1,690
 Non-cash gains                                                      (9,917)   (1,493)
 Changes in working capital:(1)
 (Increase) in contract assets and trade and other receivables       (21,658)  (33,338)
 Increase in trade and other payables                                8,723     2,893
 Increase/ (Decrease) in contract liabilities & deferred income      18,175    (6,048)
 (Decrease) in provisions                                            (163)     (83)
 (Increase)/Decrease in inventory                                    (1,847)   2,193
 Net cash (used in)/Generated from operations                        (4,623)   (50,666)

 

(1) The movements in working capital attributable to subsidiary acquisition,
as detailed in Note 20, 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 20.

 

 

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 NCI 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%. On 1 March 2025, the Group
exercised the option to acquire the remaining 10% shareholding in OXB US, thus
reducing the NCI percentage to nil.

 

As a result of the above, no Group subsidiary has material NCI at the end of
the reporting period. The portion of the Group's result in the year that was
allocated to NCI prior to the exercise of the put/ call option on the 1 March
2025 has been summarised in the following table.

 

 

                                                              2025     2024
                                                              £'000    £'000

 NCI percentage                                               0%       10%
 Non-current assets                                           -        60,113
 Current assets                                               -        10,451
 Non-current liabilities                                      -        (20,594)
 Current liabilities                                          -        (15,560)
 Net assets                                                   -        34,410
 Net assets attributable to NCI                               -        3,441
 Revenue                                                      1,306    3,290
 Loss                                                         (5,174)  (34,624)
 Other comprehensive expense                                  -        (384)
 Total comprehensive expense                                  (5,174)  (35,008)
 Profit allocated to NCI                                      (517)    (5,419)
 Other comprehensive expense allocated to NCI                 -        (49)
 Cash flows from operating activities                         (4,508)  (24,516)
 Cash flows from investment activities                        -        (19,397)
 Cash flow from financing activities (dividends to NCI: nil)  (600)    45,469
 Net increase in cash and cash equivalents                    (5,108)  1,556

 

 

19. Contingent liabilities and capital commitments

 

The Group has letter of credits for £3.8 million (2024: £1.4 million)
related to lease deposits, the increase in the year is related to the Durham,
NC lease adding to the Patriots Park lease previously disclosed within Trade
and other receivables in non-current assets. The Group had commitments of
£3.5 million for capital expenditure for leasehold improvements and plant and
equipment not provided for in the financial statements at 31 December 2025
(2024: £1.1 million).

 

 

 

20. Business combinations

 

On 6 October 2025, the Group completed the acquisition of a gene therapy viral
vector manufacturing facility in Durham, NC. The acquisition expands the
Group's viral vector manufacturing capabilities in the US up to
commercial-scale, increasing GMP capacity and enhancing end-to-end services
across drug substance and fill-finish for clients across North America.

 

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: the business combination was completed solely
through the transfer of cash totaling £3.3 million. This represents the fair
value of the consideration under IFRS 3.

 

 Consideration transferred:       Dec 25
                                  £'000
 Cash consideration               3,338
 Total consideration transferred  3,338

 

b. Acquisition related expenses: the Group incurred acquisition related legal,
due diligence, tax and accounting expenses of £1.3 million which is included
in Administrative expenses.

 

c. Identifiable assets acquired and liabilities assumed:

 

 Identifiable assets acquired and liabilities assumed:                               Fair value adj  Fair value of net

                                                                                                     assets

                                                        Book value of acquired net

                                                        assets
                                                        £'000                        £'000           £'000
 Property plant and equipment                           7,795                        6,553           14,348
 Right of use asset                                     -                            40,278          40,278
 Inventory                                              2,380                        (469)           1,911
 Lease liability                                        -                            (40,278)        (40,278)
 Deferred tax liability                                 -                            (3,004)         (3,004)
 Total identifiable net assets acquired:                10,175                       3,080           13,255

 

d. Gain on bargain purchase: this acquisition enables OXB to support
late-stage programmes and commercial launches from the US for new and existing
clients worldwide, particularly in the AAV field. Conversely, the vendors have
been able to dispose of operations that were 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 cash transferred as
consideration which has created a gain on bargain purchase.

 

The gain on bargain purchase arising from the acquisition has been recognised
through the profit and loss in other operating income as follows:

 

 Gain on bargain purchase           Book value of acquired net assets
                                    £'000
 Consideration transferred          3,338
 Fair value of identifiable assets  13,255
 Gain on bargain purchase           9,917

 

e. Impact of acquisition: During the year ended 31 December 2025, the
acquisition has contributed £nil revenue and pre-tax loss of £3.3 million.
Had the acquisition taken place on 1 January 2025, then the revenue
contributed would have been £6.5 million more and a further £6.3 million
loss.

 

 

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