nanoporetech.com
Annual Report
and Accounts 2024
Our goal: to enable
the analysis of anything,
by anyone, anywhere.
01 Highlights
02 Who we are
06 Our products and customers
08 Our investment case
10 Strategic Report
12 Chair’s statement
14 CEO’s statement
20 Market opportunities
26 Interview with Tonya McSherry
30 Our business model
32 Our strategy
40 Key performance indicators
42 Financial review
48 Our sustainable impact
72 Principal risks evaluation
74 Principal risks and uncertainties
80 Section 172 statement and stakeholder engagement
87 Non-financial information statement
88 Viability statement
90 Corporate Governance
92 Chair’s corporate governance statement
94 Governance at a glance
96 Board of Directors
99 Corporate governance report
106 Nomination Committee report
109 Audit and Risk Committee report
115 Directors’ remuneration report
140 Directors’ report
143 Directors’ responsibilities statement
144 Independent Auditor’s Report
152 Financial Statements
154 Consolidated Statement of Comprehensive Income
155 Consolidated Statement of Financial Position
156 Consolidated Statement of Changes in Equity
157 Consolidated Statement of Cash Flows
158 Notes to the Consolidated Financial Statements
195 Company Statement of Financial Position
196 Company Statement of Changes in Equity
197 Company Statement of Cash Flows
198 Notes to the Company Financial Statements
208 Further information
208
Alternative Performance Measures (APMs)
and other non-statutory measures
210 Glossary
211 Company information
• New strategic collaborations:
access to new growth markets
including a collaboration
with Lonza to develop a novel
test to accelerate analysis of
mRNA products.
• Existing clinical
collaborations delivering:
including the launch of the
AmplideX
®
Nanopore Carrier
Plus Kit with Asuragen in
Q4 2024.
• Key contract wins:
landmark research projects
with Precision Health
Research Singapore to
sequence 10,000 human
genomes to gain deeper
insights into Asian genetic
diversity and UK Biobank
to create the world’s first
comprehensive, large-scale
epigenetic dataset, mapping
epigenetic modifications
across 50,000 samples to
advance understanding
of epigenetics.
Financial Highlights
Strong revenue growth delivered, in-line
with guidance, on the back of strong
and accelerating momentum in H2 24
across all regions
Oxford Nanopore has developed a
new generation of nanopore-based
sensing technology that is currently
used for information-rich, rapid
accessible and scalable analysis of
DNA and RNA. The platform is also
being developed for the analysis of
proteins and metabolites.
Visit our website for more information
nanoporetech.com
Operational Highlights
Rounding: Certain numerical figures
included in the Annual Report have been
rounded. Therefore, discrepancies in
tables between totals and the sums of
amounts listed may occur due to such
rounding. Percentages in tables have
also been rounded and accordingly may
not add up to 100%.
• Delivering on 2024
innovation goals: including
i) launch of PromethION 2
Integrated (P2i) and continued
rollout of the PromethION 2
Solo (P2S), with more than
1,900 P2 devices in the field. ii)
launch of the MinION MK1D in
Q4 2024, iv) the launch of new
products from our regulated
product pipeline to drive
adoption in new clinical and
applied markets, including
GridION Q, and ElysION.
• Increase in publications
reflects growing
momentum and utility
of the Group’s platform:
Approximately 3,000
peer-reviewed research
papers published by users of
Oxford Nanopore technology
in 2024, bringing the total to
more than 14,000 to date,
showcasing breakthrough
research across cancer,
human genetics and
infectious disease.
• Continued strengthening
of the management team:
Nick Keher appointed as CFO
and Director in January in 2024,
adding significant financial
leadership experience and a
deep understanding of global
capital markets. Rosemary
Sinclair Dokos and Dr Lakmal
Jayasinghe were appointed to
the roles of Chief Product and
Marketing Officer and Chief
Scientific Officer respectively,
bringing extensive skills in
innovation and product
development.
• Board strengthened to
support the business in
its next phase of growth:
Dan Mahony, appointed as
a Non-Executive Director in
October adding extensive
sector experience, with
more than 25 years as a
global healthcare investor
specialising in biotechnology,
medical technology and
healthcare services.
Gross margin
57.5%
(FY23: 53.3%)
Revenue
£183. 2 m
(FY23: £169.7m)
Adjusted EBITDA
1
£(116.1)m
(FY23: £(104.9)m)
Gross profit
£105.4m
(FY23: £90.5m)
Cash, cash equivalents and
other liquid investments
1
£403.8m
(31 December 23: £472.1m)
Loss for the year
£146.2m
(FY23: £(154.5)m)
Operational Highlights
Market Opportunities
Page 20
Oxford Nanopore TechnologiesAnnual Report & Accounts 2024 01
1. Cash, cash equivalents and other liquid investments includes cash and cash equivalents, and investment bonds.
This and Adjusted EBITDA are defined in note 34 on page 193.
Who we are
Oxford Nanopore Technologies’ vision is to enable the analysis
of anything, by anyone, anywhere. The Company has developed
a new generation of nanopore-based sensing technology that is
currently used for information-rich, rapid, accessible and affordable
DNA and RNA analysis. The platform is also being developed for
the analysis of proteins and metabolites.
Our purpose
By enabling biological insights,
we strive to improve life on earth
and beyond.
Our mission
We empower people to explore
and answer biological questions
with our transformative
technology platform.
Research Market
Sequence data is used throughout scientific research, whether
in university, government, or industrial research groups, to help
biologists answer a range of questions. Today, the majority of users
of Oxford Nanopore’s sequencing technology are research scientists,
working to understand fundamental science or to develop methods
to utilise genomic data in broader markets, including Clinical,
BioPharma, and Applied Industrial.
Applied Markets: Clinical, BioPharma, Industrial
Beyond scientific research, molecular information can be used to
support ‘real life’ decision making, whether that is in healthcare,
biopharma, industrial or other environments. Our technology is
emerging rapidly in these markets where we aim to open up new,
routine applications that deliver biological insights richer in content,
in real-time and often at the point of care. These attributes represent
a significant additional customer base and revenue opportunity in
the medium to long-term.
Our technology
Application of our technology
Life science research: understanding the biology of any organism
Human genetics AnimalsPlantsCancer Microbial organisms
As a foundation for emerging real-world impact
Biosecurity EducationHealth Agriculture Industry Environment
Founded
2005
Employees
>
1,300
Commercial team
>
450
Publications
1
>
14,000
Active patents
>
2,500
1. Reported on a cumulative basis
– see page 41
Distributed Sequencers
MiniON Mk1D PromethION 2 Solo PromethION 2 integrated PromethION 24 PromethION 48GridION
Benchtop Sequencers High Throughput Sequencers
BioPharma
Oxford Nanopore Technologies Annual Report & Accounts 202402
Customers
Distributors
Offices or labs
Revenue mix
Consumables 74%
Devices and Services 26%
Underlying revenue COVID EGP
Geographical split
AMR 34%
EMEAI 44%
APAC 22%
Customer end market split
Research 70%
Applied Industrial 13%
Clinical 9%
BioPharma 8%
Robust FY24 performance
Global commercial footprint
Diversified revenue base
Global offices
12
Distributors
63
Commercial team
489
Countries served
>
125
31.5%
Underlying revenue
1
3YR CAGR
H2’24 Revenue
£99.1m
FY’24 Revenue
£183.2m
H2’24 underlying growth at CC
2
34.3%
FY’24 underlying growth at CC
23.3%
1. Underlying revenue is defined in note 34
on page 193. See also page 42.
2. CC: constant currency.
£127m
2021
£147m
2022
£170m
2023
£183m
2024
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Oxford Nanopore TechnologiesAnnual Report & Accounts 2024 03
Oxford Nanopore sequencing
Features and benefits
All Oxford Nanopore sequencing devices use flow cells which
contain an array of tiny holes — nanopores — embedded in
membrane. Each nanopore is individually addressable and is
connected to an Application Specific Integrated Circuit (ASIC).
1. The nanopore processes the
length of the DNA or RNA
fragment presented to it. The
user can control fragment
length through the sample
preparation methods,
enabling users to
characterise anything from
short, long and/or ultra-long
fragments of DNA.
2. An enzyme motor feeds the
DNA or RNA strand through
the nanopore. Once the DNA
or RNA has passed through,
the motor protein detaches
and the nanopore is ready to
accept the next fragment.
3. Nanopore reader – when a
molecule passes through
the nanopore, the current is
disrupted. Fluctuations in the
current are decoded using
basecalling algorithms
to determine the DNA or
RNA sequence in real time.
4. The DNA or RNA bases are
transferred to an analysis
platform, EPI2ME, where
users can identify species,
genetic variations and other
information that can then
lead to an outcome.
Oxford Nanopore has developed and brought to market
a new generation molecular sensing platform based on
nanopores. The first application is DNA/RNA sequencing
and the platform is also being developed for the analysis of
proteins and metabolites. The novel features of the platform
provide richer data, faster results, in a more affordable and
accessible platform compared to legacy technologies.
How it works Watch our video explaining the process
Oxford Nanopore Technologies Annual Report & Accounts 202404
1
2
3
4
1
A unique combination of features and benefits meets unmet
customer needs, providing rich multi-omic biological analysis,
and generating complete and comprehensive genomes,
setting a higher standard in genomics.
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Oxford Nanopore TechnologiesAnnual Report & Accounts 2024 05
Sequence any length fragment
from short to ultra-long
Direct/native DNA/RNA sequencing
Real-time, fast data generation
Scalable formats from small handheld
to ultra-high output devices
Cost effective. Low barriers to entry.
Plug-and-play easy-to-use solutions
Richer insights
Highly accurate genomic
data captures more types
of generic variation
Faster results
From near sample, real-time
workflows that don’t require
batching
Accessible and affordable
With scalability that enables
more use cases
Features of Oxford Nanopore sequencing
Customer benefits
Our products
and customers
One core technology, deployable at any scale
Our nanopore-based sequencing chemistry is integrated into
consumable flow cells, which include sensor arrays ranging from
tens to thousands of electronic sensing channels. Users may deploy
a range of different devices with these flow cells, which are designed
to support any level of sequencing experiment, from go-anywhere,
on-demand small devices to ultra-high output devices for projects
such as human population-scale sequencing. All devices can run the
same nanopore-based sequencing chemistries, enabling users to
scale their applications according to their needs.
MinION Mk 1D
50Gb
*
GridION and GridION Q
250Gb
*
PromethION 2
Solo
580Gb
*
PromethION
2
580Gb
*
PromethION 24
7Tb
*
PromethION 48
14Tb
*
Truly portable, real-time
devices for DNA and
RNA sequencing
Compact benchtop devices.
GridION Q, from our
regulated Q-Line product
range, delivers a stable,
frozen version of hardware,
software and chemistry.
Flexible, high-output nanopore
sequencing for every lab
Flexible, large-scale, direct
DNA and RNA sequencing
Flongle
2.8Gb
*
MinION
50Gb
*
PromethION
290Gb
*
Flow cells
Devices
* Output per device refers to the theoretical maximum output.
Our core products
Oxford Nanopore Technologies Annual Report & Accounts 202406
Research
market
70%
Applied
markets
30%
13%
70%
9%
8%
Research
Research customers are funded – often with
grants or public funds – to perform novel
scientific research. This category includes
government, public health, grant funding
and all distributors.
Revenue
£127.5m
YoY growth
+1.9%
Applied industrial
Customers who are utilising sequencing
for application in industrial or service
setting E.g. manufacturing or outsourced
Synthetic Biology.
Revenue
£23.5m
YoY growth
+41.8%
Clinical
Customers funded by reimbursement,
using either proven assays, or developing
new methods for clinical use. E.g. Clinical
labs for rare disease
Revenue
£17.3m
YoY growth
+12.2%
BioPharma
Customers that are funded to develop, make,
and sell pharmaceuticals. E.g. manufacturing
RNA vaccines, cell and gene therapy etc.
Revenue
£14.9m
YoY growth
+17.7%
Overview
We categorise customers into four
groups to ensure efficient and
effective commercial focus for each
customer segment.
Our customers
National Institutes of Health Center for
Alzheimer’s and Related Dementias (CARD)
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Oxford Nanopore TechnologiesAnnual Report & Accounts 2024 07
BioPharma
Clinical
Applied
Industrial
Research
Our investment case
01
Significant, growing
market opportunity
The future opportunity for Oxford Nanopore spans not only
DNA RNA analysis but broader life science markets as we expand
the utility of our sensing platform. The global DNA sequencing
equipment and consumables market is currently worth $6.2 billion
with expected low double digit growth driven by expanded use
of DNA/RNA information across clinical, biopharma and broader
markets. The broader life science market is currently valued at $75
billion.
We believe that in the long term, as well as furthering scientific
research, substantial future opportunities will be enabled across
clinical, biopharma and applied industrial sectors. These potential
total addressable markets are expected to grow substantially,
with long term opportunities potentially exceeding $150 billion.
It is our belief that our highly differentiated technology can not only
penetrate these markets, but reshape and expand them as well
as create entirely new markets.
02
Purpose-driven,
high-impact business
Our purpose is to improve life on earth and beyond by enabling
biological insights. Accessibility is central to our business, from
product and pricing design to logistics and how we serve our
customers. We have broken down historically high barriers to
entry with our low-cost starter pack model, plug-and-play scalable
devices and digital ecosystem, to broaden access to genomics.
Scientists use our products in more than 125 countries to address
some of the most pressing biological issues of the day, including
sustainable agriculture, biodiversity and studying the effects of
climate change on oceans and glaciers. Our technology has the
potential to provide a broad positive impact in broad and diverse
areas in human healthcare, including cancer, neurology, genetic
disease and transplantation.
03
Differentiated technology
platform
Our electronics-based molecular sensing platform offers several
advantages over existing technologies: richer, multi-omic data,
rapid insights and accessibility and affordability. These benefits
derive from the platform’s novel range of features including short
to ultra-long reads, direct, native DNA/RNA sequencing, real-time,
fast data generation, scalable formats, cost effective, with no capital
requirements and plug-and-play easy to use solutions.
We retain our competitive advantage through constant innovation
to drive product improvement and the development of new
technologies. Our innovation platform is protected by our intellectual
property portfolio, which comprises more than 2,500 active patents
across more than 350 patent families, reflecting clear technology
leadership in our field.
Long-term market potential
>
$150bn
Scientific publications
>
14,000
Active patents
>
2,500
Read more
Page 20
Read more
Page 48
Read more
Page 34
Oxford Nanopore Technologies Annual Report & Accounts 202408
04
Infrastructure built to scale
We have built a diversified global supply chain and significantly
invested in manufacturing specific innovation and infrastructure,
allowing us to scale rapidly across geographies to meet
volume growth.
In 2019, we opened a high-tech manufacturing facility in the UK
designed to scale production capacity. This has enabled a tenfold
increase in capacity since 2016. The manufacturing process has been
designed to allow incremental, rapid scale-up, with low capital and
personnel cost to match our growth trajectory.
We continue to focus on building a best-in-class, resilient supply
chain, optimising manufacturing processes through innovation
to enable long-term growth and drive margin expansion.
In 2024 we opened our new, purpose built, 56,000 sq ft facility for
logistics, flow cell recycling and device manufacturing in Abingdon
Oxford called Spectrum. In 2025 this facility will be fully operational
and allow for further scaling of our business.
05
Track record of strong,
resilient growth
We have a track record of consistently delivering robust underlying
revenue growth, underpinned by our unique commercial model and
diverse customer base, comprised of research, applied industrial,
clinical and biopharma customers. We continue to see strong
revenue growth across all regions. In the period from FY21 to FY24
underlying revenue grew at a CAGR of 31.5%.
The business is strongly capitalised, with £403.8 million of cash,
cash equivalents and other liquid investments at 31 December 2024.
The balance sheet supports continued, strategic and disciplined
investment in innovation to fuel growth, with adequate resources
to implement our business plan to and through adjusted EBITDA
breakeven in 2027 and deliver on the significant growth opportunity
in front of us.
We continue to see strong momentum across the business
long-term, with growing demand for our technology platform
and its unique combination of features.
06
Experienced, global team
The executive team, led by Dr Gordon Sanghera, CEO,
has extensive experience in the development, manufacturing
and commercialisation of disruptive technologies including DNA
sequencing. We have invested in the core functions needed to scale
production and distribution of our technology from innovation to
sales, contracts to production.
Since IPO we have more than doubled our commercial teams,
including strategic leadership hires to increase traction in key markets
across AMR, EMEAI and APAC. Commercial infrastructure is now
capable of supporting the Group’s development over the coming
years to drive long-term sustainable growth.
Our global team of >1,300 employees have diverse and
complementary backgrounds, including electronics, chemistry,
biology, and data science. Focusing on a clearly defined set of core
values, the workforce is aligned on the delivery of high-impact
technology to the greatest range of users and to the rapid,
sustainable growth of the business.
Manufacturing space
>100,000 sq ft
Combined years’ experience
of the leadership team
140+
3-year underlying revenue CAGR
31.5%
Read more
Page 39
Read more
Page 18
Read more
Page 3
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Oxford Nanopore TechnologiesAnnual Report & Accounts 2024 09
Strategic
report
Oxford Nanopore Technologies Annual Report & Accounts 202410
10—
89
10 Strategic Report
12 Chair’s statement
14 CEO’s statement
20 Market opportunities
26 Interview with Tonya McSherry
30 Our business model
32 Our strategy
40 Key performance indicators
42 Financial review
48 Our sustainable impact
72 Principal risks evaluation
74 Principal risks and uncertainties
80 Section 172 statement and stakeholder engagement
85 Non-financial information statement
88 Viability statement
Corporate Governance Financial Statements Further InformationStrategic Report
Oxford Nanopore TechnologiesAnnual Report & Accounts 2024 11
Duncan Tatton-Brown
Chair
2024 performance
The Group delivered revenue of £183.2 million, up 11.1% on a
constant currency basis (“CC” - see note 34 on page 193) or 23.3%
on an underlying CC basis, in-line with guidance.
Revenue in 2024 came from an increasingly diverse group of
customer types and I am encouraged to see strong growth in
emerging end markets, such as Applied Industrial (up 41.8%),
BioPharma (up 17.7%) and Clinical (up 12.2%). These are our priority
areas of strategic focus, and each represent a significant growth
opportunity for the Group in the medium to long-term.
During 2024 there was continued focus on improving gross margin,
with good progress in the year. The Group delivered gross margin
of 57.5% and adjusted EBITDA (see note 34 on page 193) of £(116.1)
million. Importantly the adjusted EBITDA loss in the second half
was lower than the first half, demonstrating good cost control in
the period as the Group continues to make progress towards its
objective of achieving its medium-term profitability targets.
Cost discipline across the Group continues to improve. Following a
period of necessary investment in commercial infrastructure post
IPO, management is increasingly focused on controlling cost growth
to achieve the Group’s medium term profitability targets. Post period
end, the Group implemented an operational efficiency programme,
leading to a reduction in the overall workforce of approximately 5%,
alongside other cost reduction measures of a similar size.
During 2024, the Group maintained its high pace of innovation, with
four new product launches including the launch of PromethION 2
integrated (P2i), the updated MinION Mk1D and two products from
its regulated product pipeline to drive adoption in new clinical and
applied markets. (Read more on page 34)
A key commercial highlight of 2024 for me, was the Group’s
groundbreaking collaboration with UK Biobank. This will create the
world’s first comprehensive, large-scale epigenetic dataset to map
epigenetic modifications across 50,000 samples. It aims to advance
understanding of epigenetics in cancer, neurological disease and
other common complex diseases and in doing so, is expected to lay
the foundations for future clinical applications that use epigenetic
information - a feature that distinguishes the Oxford Nanopore
platform from other technologies.
Engaging with shareholders
The Board and management continue to maintain regular
engagement with shareholders. It is clear from these conversations
that shareholders are overall supportive of Group’s mission and
recognise the noticeable progress made during 2024. Nevertheless,
the Board remains very focused on driving shareholder value. In the
near and medium-term, this means consistent, year-on-year delivery
of revenue and gross margin guidance and delivery of the adjusted
EBITDA breakeven guidance in 2027.
The Board is confident that the unique attributes of Oxford
Nanopore’s technology and the early progress the Group is already
making in applied markets, as part of our overall end market
diversification strategy, will deliver value for our shareholders.
During 2024 we also engaged with our largest shareholders as
part of the remuneration policy review. Several of the largest
shareholders indicated a desire for the Board to consider increasing
the weighting of the financial measures to profit based targets.
Having considered this, the Remuneration Committee has decided
to reweight the revenue and margin components of the 2025 annual
bonus to give more emphasis to gross margin whilst still maintaining
2024 – A year
of innovation
and growth
Chair’s statement
Welcome to our 2024 Annual Report.
Oxford Nanopore performed well in 2024
and continued to deliver above-market
growth in what proved to be a challenging
market environment across the sector.
Oxford Nanopore Technologies Annual Report & Accounts 202412
strong focus on driving revenue growth and to add a new measure
to the 2025 LTIP grant linked to the achievement of adjusted EBITDA
breakeven in 2027. These are further explained on page [119].
Measuring our sustainable impact
We continued to embed responsible practices across every facet of
our business in 2024, delivering on our commitments to sustainable
impact. Building on our Product, Planet, People strategy, we have
made meaningful progress in our efforts to drive positive change,
from reducing environmental impacts in our value chain to
advancing human health, climate resilience, and food security
through the power of our technology.
Underpinning this work is our continued drive to innovate
responsibly. Oxford Nanopore’s technology empowers a global
community of users to address critical global challenges. We remain
committed to ensuring that our growth reflects not only a passion for
scientific advancement but also a steadfast adherence to ethical and
sustainable principles. We will continue investing in the wellbeing of
our people and fostering a diverse, inclusive environment,
recognising that our team makes our progress possible.
This year, our Net Zero Transition Plan targets have been validated
by the Science Based Targets initiative (SBTi), demonstrating Oxford
Nanopore’s commitment to the UK’s own net-zero ambitions. You
can find more details from page 48 alongside our findings reported
against the Task Force on Climate-related Financial Disclosures (TCFD
framework. A detailed Sustainability Report will be published in the
coming months, providing greater insights for our achievements and
commitments in reducing climate change risks and impact. (Read
more on page 49).
Governance, Board evolution and diversity
At the time of the IPO we committed to strong governance and to
voluntary compliance with certain aspects of the UK Corporate
Governance Code (“Code”), which now formally applies to the Company
following its successful transfer to the equity shares (commercial
companies) segment of the London Stock Exchange. I am delighted
that during the period, subject to one exception as noted below,
we have complied with all of the provisions of the Code.
1
I am also
pleased with the continued progress that has been made by the Board
to enhance its operation and therefore its ability to most effectively
support the Company. In 2024, we launched our first Board review
facilitated by an external provider, Independent Audit Limited. The
preliminary outcomes of this review are set out on page 104. We
gained valuable insights from the review process and the report, which
will enable us to continue to build on the strong foundations we have
laid.
In the fourth quarter of 2024 we started a new strategy review
process to ensure we maximise the broad opportunities in front of us
in, both near term and over the long term. The discussion of strategy
output received positive feedback from the Board, particularly in
relation to the quality, insight and engagement from the Executive
Team. This work is ongoing and is a major focus for the business in
the first half of 2025. We look forward to articulating the outcomes
of this work in our next report.
During 2024, the composition and maturity of the Board continued
to improve to ensure we have the relevant experience to provide
good oversight and support as Oxford Nanopore expands into new
applied markets.
I was pleased to welcome Dr Daniel Mahony to the Group as a
Non-Executive Director in October 2024, adding extensive sector
experience, with more than 25 years as a global healthcare investor
specialising in biotechnology, medical technology and healthcare
services. Daniel will serve as a critical sounding board to the Group
as it continues to advance its technology platform across a number
of market sectors, but most specifically for the significant commercial
opportunity in biopharmaceuticals.
I was also pleased to welcome Nick Keher as Chief Financial Officer
and Board Director, adding significant financial leadership
experience and a deep understanding of global capital markets
to the leadership team.
I would also like to take this opportunity to thank Wendy Becker,
Dr Guy Harmelin, Clive Brown, Dr Spike Willcocks and Tim Cowper
for their service as Board members and for their important
contributions to the Company. Spike and Tim continue to serve on
the Group’s Operating Committee and remain in their operational
leadership roles at Oxford Nanopore: Spike as Chief Strategy Officer,
and Tim as Chief Operating Officer.
These changes have increased the percentage of independent
directors on the Board to 77.8% as at 31 December 2024, up from
66.7% as at 31 December 2023.
We continue to review the composition of the Board on an ongoing
basis; we actively review diversity in addition to skillsets and
capabilities as part of our Board succession planning process and
ensure that our candidate selection process for new Board members
comprises a balanced slate of candidates for consideration. We
consider diversity of candidates on every appointment and selection
is based on ensuring we have the best person for the role.
At the year end, the Group met two of the three Board diversity
targets as specified in the UK Listing Rules. As Senior Independent
Director, Kate Priestman, serves in a senior Board position (being
one of the Chair, Chief Executive Officer, Chief Financial Officer or
Senior Independent Director) and Gordon Sanghera is from a
minority ethnic background. At 31 December 2024 we had 33.3%
female representation on the Board. We remain committed to our
target of 40% female representation and we will seek to address this
with future Board changes (read more on pages 107-108].
Information regarding the Company’s gender diversity among senior
management and employees can be found on page 107.
Finally, I would like to thank all our employees, customers, partners
and shareholders for their support and commitment during 2024 and I
look forward to another year of progress in 2025 for Oxford Nanopore.
While some of the end market headwinds we faced in 2024 will
persist into 2025, we are confident that the unique features of our
technology platform will continue to deliver above market growth
in the medium term and deliver long term shareholder value.
Duncan Tatton-Brown
Chair
18 March 2025
Building on our Product, Planet, People strategy, we have made meaningful
progress in our efforts to drive positive change, from reducing environmental
impacts in our value chain to advancing human health, climate resilience, and
food security through the power of our technology.”
1 Following Wendy Becker’s resignation from the Board in June 2024, the
Company did not have a Senior Independent Director (SID) until the
appointment of Kate Priestman as SID in December 2024.
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Oxford Nanopore TechnologiesAnnual Report & Accounts 2024 13
Chief Executive Officer’s statement
Dr Gordon Sanghera, CBE
Chief Executive Officer
Delivering on
our vision
Oxford Nanopore Technologies Annual Report & Accounts 202414
2024 was a year of significant progress for Oxford Nanopore as we
continued to drive innovation, accelerate commercial adoption
across new and existing markets, and deliver on our vision of
enabling the analysis of anything, by anyone, anywhere.
Our unique molecular sensing technology is reshaping genomic
(“DNA”) and transcriptomic (“RNA”) analyses in life science research
by enabling richer, faster and more accessible insights. This
disruptive technology is now demonstrating an impact in applied life
science markets including BioPharma, Clinical, and Applied
Industrial.
In 2024 we made significant progress in advancing our platform’s
capabilities and performance, and as we increasingly integrate
multi-omic capabilities into our offerings – including epigenetics
and, looking forward, proteomics – our technological differentiation
is increasing, and our addressable market opportunity is expanding.
To ensure we can continue to scale efficiently and create value for
our stakeholders, we focused intensively on operational excellence
across all aspects of the Group in 2024. This led to a reshaping of our
business to align with our target market areas post year end that
positions us well for 2025 and beyond. I would like to thank those
members of the team that have now left Oxford Nanopore for
their contributions.
We remain confident in our ability to deliver sustainable growth
despite the macroeconomic and geopolitical uncertainties affecting
the markets we address. The long-term trend toward increasing
demand for biological information is as strong as ever – in fact, we
believe artificial intelligence is starting to accelerate the research and
innovation life cycles underpinning this trend. At Oxford Nanopore,
we are privileged to be at the leading edge of this transformative age
of biology.
FY24 financial performance
In 2024, our team delivered revenue of £183.2 million (2023:
£169.7 million), an increase of 11.1% year-on-year on a constant
currency basis and 8.0% on a reported basis (including foreign
exchange headwinds), in-line with guidance.
1
Revenue in 2024 came from an increasingly diverse group of
customer types including Research, BioPharma, Clinical and
Applied Industrial customers, accounting for 70%, 8%, 9% and 13%
of revenue respectively. We are encouraged by the positive early
traction and strong growth we are seeing in new end markets, such
as such as Applied Industrial (up 41.8%), BioPharma (up 17.7%) and
Clinical (up 12.2%), which represent a significant opportunity for the
Group in the medium to long-term. Research, which accounts for
70% of our revenue today, grew by 1.9%.
Underlying revenue growth, excluding a £16.0 million combined
headwind from Emirati Genome Program (“EGP”) and COVID
sequencing, was up 23.3% on a constant currency basis.
Underlying growth has been strongest across our higher-output
PromethION product range, up 55.8% in 2024, primarily driven by
increasing customer flow cell utilisation. This helped offset softness
in the small-format MinION product range, which declined by 9.6%
in the period primarily due to product life cycle management. Other
revenues, representing kits, services revenues and other devices
grew 18.8% on an underlying basis.
On a geographical basis the Group delivered strong underlying
revenue growth in all regions, led by EMEAI and APAC and driven by
new product launches, new and expanded contracts, and increasing
sales team productivity.
In EMEAI we delivered significant growth, with revenue of £79.6
million, up 31.1% on an underlying basis. Our engagement with
significant projects including our landmark strategic partnership
with the UK Government, bringing together Genomics England, NHS
England, and UK Biobank, underscores our strong market presence
and strength of our technology.
APAC revenue in 2024 was £40.4 million, up 22.1% on an underlying
basis, driven primarily by the PRECISE contract, as well as increased
utilisation through service providers and expansion of new service
providers across South East Asia in the second half of the year.
Growth was moderated in part by continued export control
restrictions in China. Whilst underlying demand remains strong
within China, the Group saw increasing challenges on exporting
product to the region in H2 and expects the environment to remain
challenging in FY25. China represented 8.8% of revenues in FY24.
In the AMR we delivered revenue of £63.1 million, up 7.0% on an
underlying basis, reflecting increasing traction in new markets such
as Applied Industrial and BioPharma alongside increasing sales team
productivity, with 12.9% year-on-year growth in H2 as momentum
built during the year.
Gross margin increased by 420 basis points to 57.5% (FY23: 53.3%)
driven by underlying margin improvements particularly across both
PromethION Flow Cell and devices, offsetting product mix and
currency headwinds. The increasing margin in 2024 also reflects
the one-off headwinds in 2023 that did not repeat in 2024, including
the adverse performance of the EGP, the write-off of excess COVID
sequencing kits and legacy devices and upgrading the compute on
1 In this section, all growth rates are year-on-year unless otherwise stated. All underlying growth rates referred to in this report have been adjusted for EGP and COVID sequencing.
Underlying revenue includes currency fluctuations unless explicitly stated at constant currency (CC). See reconciliation in the Financial Review section. Certain numerical figures
included herein have been rounded. Therefore, discrepancies between totals and the sums may occur due to such rounding.
Corporate Governance Financial Statements Further InformationStrategic Report
Oxford Nanopore TechnologiesAnnual Report & Accounts 2024 15
large PromethION devices.
A novel platform for richer, faster, and more accessible
multi-omics insights
Oxford Nanopore’s differentiated technology is driving broad market
adoption by enabling richer biological insights, faster time-to-result,
and greater accessibility. In 2024, we advanced both our platform’s
capabilities and its applications, reinforcing its role as the preferred
solution for those tackling complex biological questions. Our
commercial teams are deeply engaged in our customer
communities, helping to grow our business but also to shift
customer expectations to broader possibilities with our platform.
By sequencing native DNA and RNA without amplification or
alterations, our technology uniquely delivers comprehensive genomic,
epigenetic, and transcriptomic insights. This multi-omic capability,
combined with improvements in system performance and workflow
integration, is reducing complexity and accelerating adoption across
research, Clinical, BioPharma, and Applied Industrial markets.
A highlight of 2024 was the significant increase in utilisation of our
high-output PromethION Flow Cells, with year-on-year underlying
growth of 55.8% across the PromethION product range. These
advancements reflect our dedication to pushing the boundaries
of accuracy, data output, sample throughput, and cost-efficiency.
For example, our telomere-to-telomere (“T2T”) workflows deliver
high quality, fully phased genome assemblies critical to uncovering
previously inaccessible novel variants that drive complex disease
across currently underrepresented populations, in addition to
providing richer insights that are inaccessible to legacy systems.
This capability is supporting areas such as oncology and
neurodegenerative disease research, where the “dark genome” plays
a pivotal role. These research-based discoveries play a foundational
role in the development of future, large-scale applications where
Oxford Nanopore can characterise novel biological insights.
As RNA insights become increasingly important, we have enhanced
our direct RNA sequencing chemistry, improving accuracy and
output and increasing the modified base offering to cover five
different modifications including Pseudouridine, which is used
extensively in mRNA vaccine development and production and
cannot be detected directly with any other technology. These
advances enable high-throughput applications such as quality
control testing for mRNA vaccines and biomarker discovery. Our
teams are in active discussions with leading BioPharma companies
and CDMO partners as we look to reduce traditional Quality Control
(QC) workflows from months to days, underscoring our platform’s
ability to accelerate progress towards personalised medicine.
In 2024, we advanced our ability to support regulated applications
with the launch of the GridION Q and progress on the PromethION Q,
expected to launch in 2025, which both deliver a stable, frozen
version of hardware, software and chemistry designed for Clinical and
BioPharma environments. Additionally, ElysION, our fully automated
benchtop solution, enables customers to integrate nanopore
sequencing into environments which are new to sequencing such
as Clinical research labs or BioPharma manufacturing QC labs,
enhancing efficiency and reproducibility with a seamless, hands-free
process from raw sample to biological analysis.
Through continued investment in innovation, automation, and
strategic partnerships, we are advancing end-to-end workflows and
platform capabilities to deliver unmet biological insights that only the
nanopore platform can provide. Our electronics-based molecular
sensing platform already delivers powerful DNA and RNA analysis
and is being developed to analyse other types of molecule, including
Chief Executive Officer’s statement continued
Oxford Nanopore Technologies Annual Report & Accounts 202416
proteins and small molecules. In the coming year, we intend to
expand into proteomics – opening up a potentially substantial
market opportunity.
Focusing on core markets and delivering
commercial success
Oxford Nanopore’s long-term vision is to enable the analysis
of anything, by anyone, anywhere – with accessible and versatile
technologies that can deliver a paradigm shift in biological analysis.
Our method of driving growth in the nearer term is to expand in
core markets where we have a differentiated value proposition that
reshapes what our customers can achieve. In 2024, we strengthened
our presence in research, BioPharma, Clinical, and Applied Industrial
markets through strategic collaborations and the adoption of our
differentiated sequencing platform through direct commercial
activities. The profile and nature of these collaborations are
testament to what we believe we can achieve in the years to come.
A key example of our work in research is our collaboration with
Singapore’s National Precision Medicine (“NPM”) Programme, where
Oxford Nanopore sequencing technology is being used to generate
the most comprehensive, high-resolution reference genomes for
Singapore’s multi-ethnic population. This initiative is a critical step
in advancing precision medicine by uncovering the unique genetic
diversity of Singapore’s major ethnic groups – Chinese, Malay, and
Indian – and addressing population-specific disease biology.
By providing richer genomic insights through scalable sequencing,
our technology is well placed to deliver on more targeted
diagnostics, treatment strategies, and drug discovery efforts
that are tailored to the genetic makeup of diverse communities.
In the UK, we solidified our leadership in genomics innovation
through a landmark strategic partnership with the UK Government,
bringing together Genomics England, NHS England, and UK Biobank.
This initiative is designed to integrate Oxford Nanopore’s sequencing
technology into national healthcare, accelerating the adoption of
rapid, information-rich genomic and epigenetic insights. As part of
this effort, we are working with Genomics England and NHS England
to establish end-to-end workflows for faster, more precise
diagnostics, including in cancer, infectious diseases, and rare genetic
disorders. Simultaneously, Oxford Nanopore technology will be used
to generate the first large-scale epigenetic dataset, analysing 50,000
UK Biobank samples. This multi-omic dataset aims to uncover
molecular drivers of cancer, dementia, and other complex diseases.
These initiatives are transforming how genomic data is leveraged
for early disease detection, personalised treatments, and long-term
health outcomes at an unprecedented scale.
We are also starting to deliver tangible impact in the large
and growing BioPharma and Clinical markets. Our technology
is changing the shape of the market for plasmid analysis.
Plasmids are the building block of protein engineering, an industry
being revolutionised by AI and in need of information-rich data to
drive novel discovery in research and BioPharma. Through our
collaboration with Plasmidsaurus, we are transforming plasmid
sequencing by providing a rapid, cost-effective solution that delivers
full-length, high-accuracy plasmid sequence data in a single read.
This advancement is already streamlining quality control and
accelerating innovation in drug development, synthetic biology,
and gene therapy.
In Clinical markets, our partnership with Wasatch Biolabs is driving
the adoption of Oxford Nanopore-based methylation analysis for
Clinical applications. By enabling Oxford Nanopore’s unique direct
whole methylome analysis workflow for Clinical customers spanning
cancer and human genetics, this collaboration is designed to move
towards routine Clinical implementation.
Through strategic commercial execution and a relentless focus on
delivering value to our stakeholders, from customers to partner,
Oxford Nanopore is not only addressing critical challenges in core
markets but also shaping the future of genomics-driven healthcare.
Substantial market opportunity – looking ahead
While the research market presented challenges for all life science
companies in 2024, we made meaningful progress in expanding our
presence and enabling new biological discovery that is possible only
with our platform. This drives the creation of future opportunities in
emerging Applied markets for Oxford Nanopore. Uncertainties
remain in the academic research landscape, and while we do not
expect this to shift significantly in the near term, we remain highly
confident in our medium-term growth trajectory, underpinned by
our differentiated technology and strong opportunities in adjacent
and emerging markets.
Strategic partnerships continue to play a key role in expanding our
impact. Our collaboration with Bio-Techne’s Asuragen has introduced
Oxford Nanopore sequencing to carrier screening research, enabling
the analysis of complex genes that were previously difficult to resolve
with legacy technologies. In the fourth quarter of 2024 the
AmplideX
®
Nanopore Carrier Plus Kit was launched.
Similarly, our partnership with bioMérieux is advancing infectious
disease applications, leveraging real-time sequencing for pathogen
detection and antimicrobial resistance profiling. These collaborations
reinforce the growing demand for nanopore sequencing in Clinical
and BioPharma settings, broadening our reach into regulated and
applied markets. A test for determining antibiotic resistance in
tuberculosis is being rolled out as a research-use only product
with BioMérieux in 2025, prior to seeking IVD approvals.
In addition, the Applied Industrial sector presents an untapped
market with vast potential. With growing adoption in areas such as
food safety, environmental monitoring, and synthetic biology, we
anticipate an acceleration of interest in Oxford Nanopore multiomic
analysis. Our commitment to reducing barriers to entry through
automation, workflow integration, and regulatory approvals will play
a pivotal role in capturing this opportunity.
As we look ahead, we remain steadfast in our mission to empower
people to explore and answer biological questions with our
transformative technology platform. While research remains
We are particularly encouraged by the
increasing momentum delivered across all
regions into the second half of 2024, with
overall underlying revenue growth at constant
currency accelerating to 34%. This, together
with good cost control, drove an improvement
in our EBITDA loss in H2 and we expect this
trend to continue in 2025.”
Corporate Governance Financial Statements Further InformationStrategic Report
Oxford Nanopore TechnologiesAnnual Report & Accounts 2024 17
a fundamental pillar of our business, our ability to successfully
navigate and expand into new markets will be a key driver of
sustained growth in the years to come.
A strategic focus on people for organisational
effectiveness
A company is only as strong as its people, and in 2024, we made
significant strides in strengthening our organisation through
disciplined execution and strategic investments in talent.
At the beginning of 2024 we strengthened our leadership team
with the appointment of Nick Keher as Chief Financial Officer. With
extensive experience of financial leadership of complex scientific
businesses in the life sciences and pharmaceutical sectors, alongside
a deep understanding of capital markets he brings financial and
strategic expertise that will support the Group’s continued growth
and operational efficiency. Nick succeeds Tim Cowper, who
transitioned into the role of Chief Operating Officer, to lead the
development of Oxford Nanopore’s expanding international
footprint and operations.
The knowledge base of Oxford Nanopore is a critical asset, and we
have always invested in the development of our own next generation
of talent and leadership to drive our effectiveness and continue to be
at the driving edge of scientific and technological progress.
In 2024, Oxford Nanopore’s Rosemary Sinclair Dokos and Lakmal
Jayasinghe were appointed Chief Product & Marketing Officer and
Chief Scientific Officer respectively, succeeding Clive Brown, Chief
Technology, Innovation, and Product Officer. Rosemary and Lakmal’s
experience and expertise will be invaluable as we continue to drive
our technology forward, expand our product offerings, and
accelerate our impact across multiple markets.
We extend our deep gratitude to Clive Brown for his invaluable
contribution to the development of the technology and the growth
of the business over the past 16 years. His leadership and pioneering
work in nanopore sequencing have been instrumental in shaping the
Group’s success, and we are grateful for his dedication to advancing
our mission.
With a strengthened team, a disciplined approach to resource
management, and a clear vision for the future, we are confident
in our ability to navigate challenges and seize new opportunities
for growth. Our ability to scale efficiently has been a defining
characteristic of our success, and we are now starting to see the
benefits of these efforts in sales productivity. We have focused on
aligning our commercial and operational teams to ensure that we
continue to drive value for our customers while maintaining a lean
and high-performing organisation.
Preparing for the future
In 2024, we enhanced our strategic planning process to better
align our resource commitments with our innovation, commercial
and operational objectives. This process incorporates a variety of
perspectives from inside and outside the Group, ensuring we can
prioritise the opportunities that best leverage our differentiated
technology to create value for our stakeholders. As we continue
to grow and adapt to changing market conditions, this capability
is critical.
As we transition into 2025, we are integrating these data-driven
strategic planning tools into many aspects of the Group’s
decision-making. We are undertaking this work in collaboration
with our Board of Directors, and we look forward to articulating
the outcomes of this work in our next report.
Events after the year end
Roche recently revealed a nanopore-based sequencing platform
and its accompanying sample preparation station to prepare its
sequencing by expansion (“SBX”) chemistry. The preliminary
specifications describe a sequencing system that delivers short
reads and high throughputs, making this product a primary
competitor for the legacy high throughput short-read sequencing
by synthesis (“SBS”) systems. Oxford Nanopore remains committed
to its strategy of driving growth into target end markets and driven
by its platform’s unique features and benefits.
The Roche product, as described, is similar to legacy SBS systems in
that it provides only limited read lengths and does not offer direct
native sequencing of DNA or RNA. As such, it does not provide direct
identification of epigenetic modifications such as methylation, which
Chief Executive Officer’s statement continued
Oxford Nanopore Technologies Annual Report & Accounts 202418
Oxford Nanopore is uniquely able to sequence short to ultra-long
fragments of native DNA and RNA, capturing more genetic variation
and epigenetic information that is showing higher diagnostic yields
in human disease, including complex genetic conditions and cancer.
Oxford Nanopore, the pioneer of single molecule nanopore sensing,
has worked diligently to build a strong patent portfolio covering
nanopore-sensing related technologies that is also broader than
its current product portfolio. As previously stated, Oxford Nanopore
will enforce its IP position when in its stakeholders’ interests, and
we will continue to look closely at competitor products as they
become available.
AMR: The Americas
AI: Artificial Intelligence
APAC: Asia Pacific region
CDMO: Contract Development
and Manufacturing Organisation
DNA: Deoxyribonucleic Acid
EBITDA: Earnings Before
Interest, Taxes, Depreciation and
Amortization
EGP: Emirati Genome Program
EMEAI: Europe, the Middle East,
Africa, and India
FY: Full Year
IVD: In vitro diagnostics
mRNA: Messenger Ribonucleic
Acid
NPM: National Precision
Medicine
QC: Quality Control
R&D: Research & Development
RNA: Ribonucleic Acid
T2T: Telomere-to-Telomere
are key to many aspects of biology, including cancer. These features,
which are crucial to driving improved insights into the human
genome, are inherent in Oxford Nanopore’s platform and are a key
differentiator, alongside the unique ability for our accessible platform
to scale from portable to high-output devices.
Corporate Governance Financial Statements Further InformationStrategic Report
Oxford Nanopore TechnologiesAnnual Report & Accounts 2024 19
Market opportunities are substantial for
Oxford Nanopore’s differentiated platform
10 %
10 %
51%
29%
10%
10%
Research
market
29%
Applied
market
71%
The opportunity
• Quality Control (QC) testing of
biopharmaceuticals (including mRNA
products) during the whole production
cycle is challenging, complex, expensive,
and time-consuming, creating the need
for sometimes dozens of separate QC
tests and delaying product releases.
• Many current testing methods are
outdated and require more rapid and
comprehensive solutions. Regulators
have mandated reform and have
called for new technologies, such as
sequencing, to be incorporated into the
biomanufacturing QC testing processes.
• Faster, simpler and effective testing
solutions needed in this market.
Market segment:
BioPharma
Application:
Biomanufacturing QC
Case study
Oxford Nanopore Technologies Annual Report & Accounts 202420
Research underpins
growth in all sectors
Richer
multiomic data
Faster
insights
Accessibility
and affordability
Immediate broader opportunity to
reshape and expand the current market
with unique features of our technology
Current global spend on DNA/RNA Sequencing
and adjacent technologues (e.g. microarrays): $7.5bn
Clinical
BioPharma
Applied
Industrial
Research
~
$24bn
Current overall molecular
analysis market
~
$75bn
Current overall life science
tools market
(DeciBio, included sequencing
plus broad life science tool
technologies)
>
$150bn
Models show opportunities
for broad unmet needs met
by molecular analyses
• Biomanufacturing QC is one of three
pillars in the Group’s biopharma strategy,
which also includes discovery tools, and
clinical tools/companion diagnostics.
• Oxford Nanopore has developed the only
platform that delivers direct, rapid RNA
sequencing. This method supports QC
testing for mRNA-based products and
transcriptome analysis. In addition to
direct RNA sequence our other methods
support viral genome sequencing for
potential viral contamination of
biopharmaceuticals, entire vector
sequencing of plasmids and AAVs
and whole genome sequencing for
applications such as characterisation
of cell banks, bacterial and viral seeds.
• Our strategy is to replace outdated
technologies with a single, streamlined
platform, allowing customers to develop
and release biopharmaceuticals faster
and with less complexity through
real-time visibility into the design
and manufacturing process.
Technology adoption
• Oxford Nanopore technology has
been, or us currently being validated
by top industry partners, including
PathoQuest, Regeneron, Lonza,
and ViruSure.
• Adoption is progressing within many
of the top 10 biopharma companies
in the world. We can directly support
the large pipeline of drugs where
sequencing is an approved QC method.
Oxford Nanopore’s biomanufacturing solution
Corporate Governance Financial Statements Further InformationStrategic Report
Oxford Nanopore TechnologiesAnnual Report & Accounts 2024 21
Beyond today’s market
Long-term vision
Richer molecular insights to enable
decisions at the point of need,
from health to industry.
Towards anything, anyone, anywhere.
Broad opportunities for distributed
analyses across entire systems and supply
chains including health, biopharma,
pathogen surveillance, environmental
analyses, supply chain/agriculture/food.
Opportunity expands as Oxford Nanopore platform
expands to (i) compete with non-sequencing
technologies and (ii) offer broader molecular analyses
Further expansion of biological analysis applications
and enablement of near-sample analysis opens up
broadest opportunities
Clinical ($BN TAM)
Applied Industrial ($BN TAM)
Vet & Agricuture
Food & Environment
Biopharma
Oncology
100
15
Human Genetics18
11
Infectious Disease8
4
Biopharma ($BN TAM)
Market opportunities
Research
Proportion of Group revenue in 2024:
70%
$75bn
Estimated TAM by 2032
Opportunity
Oxford Nanopore value proposition
and growth opportunity Market drivers and our response
Basic research
In life sciences, including understanding
the structure and function of DNA, RNA and
proteins, , providing a foundation for further
biological discovery; understanding in more
detail the biology of specific organisms or
systems; e.g., humans, cancer, animals,
plants, pathogens/microbiomes. Analyses
may be as diverse as single cell, bulk
transcriptomics.
This work is typically performed by scientific
researchers in universities, government,
charitable or industrial institutions.
Richer and more comprehensive multi-omic
data, including epigenetic information by
sequencing to longer native DNA/RNA
fragments. Giving researchers the power to
be at the leading edge of research, driving
grant funding and scientific leadership
Faster insights: even with research
programmes with longer timescales,
researchers favour control of their own data
and results whether in small or larger labs.
Accessible and affordable: This can be
scaled to any research user from small
to large through a variety of platforms
from small to large.
Oxford Nanopore is driving greater
expectations among scientific communities,
who are now able to characterise more
biological insights.
Against a backdrop of dynamic research
funding, the Oxford Nanopore pricing and
scalability model also offers value for money
for scientific institutions.
Where discovery can be performed on
Oxford Nanopore platform, the same –
scalable – technology can be used for
onwards applications developed on
the platform.
Population-scale research programmes
Large scale programmes that aim to
characterise the genomic/transcriptomic/
epigenetic profile of broad populations,
typically as a foundation for national
genomics strategies.
Richer and more comprehensive data.
The ability to provide this richer data at scale
with large scale analyses and straightforward
infrastructure is unique in the market, as
well as offering small form devices that can
service downstream analyses unlocked by
discoveries on the platform.
As countries evolve from earlier sequencing
projects to maturing national genomics
strategies, Oxford Nanopore is increasingly
meeting the need for scaled, richer data.
Oxford Nanopore also uniquely offers a
pathway from discovery on larger devices,
to future near-sample testing in clinical
environments on smaller devices, on one
consistent platform.
Translational research
Aims to understand and pilot how omics
information could positively impact
outcomes in health, industry and the
environment, for example by piloting and
evaluating the integration of genomic
insights into clinical workflows or
industrial processes.
This work may be performed in settings
such as research hospitals or industrial
development labs.
In addition to the benefits of the technology,
Oxford Nanopore is providing ‘locked down’
versions that enable users to perform
translational research and prepare for more
routine future clinical and applied uses, with
onwards pathways to regulated markets.
Oxford Nanopore enables translational
researchers, not only through providing
a platform well suited to development of
applied methods, but through collaboration
and technical support that enables those
researchers to pursue their goals rapidly
and effectively.
Oxford Nanopore Technologies Annual Report & Accounts 202422
Applied Industrial
Proportion of Group revenue in 2024:
13%
$26bn
Estimated TAM by 2032
Opportunity
Oxford Nanopore value proposition
and growth opportunity Market drivers and our response
Synthetic Biology
Synthetic biology enables the design and
engineering of biological systems for
applications across healthcare, industrial
biotechnology, food, energy and agriculture.
These industries play a key role in health,
food and economic security against a
backdrop of climate change, population
growth and other factors. Molecular analysis
plays a role in provides critical insights in
verifying the integrity of synthetic constructs
and engineered genomes, innovation
around sustainable production of bio-based
materials, therapeutics, and biofuels and cell
and gene therapies.
Oxford Nanopore technology offers
information-rich, fast results, in formats
that can be located onsite in multiple
environments.
Rapid analysis of DNA, RNA and in the future
other types of molecule, supports the
effectiveness but also the safety (through rapid
monitoring) of synthetic biology processes.
The ability to co-locate sequencing
technology with synthetic biology processes
enhances the rapid insights and control of
information for synthetic biology laboratories.
Rapid plasmid sequencing is one example
of servicing this market – Oxford Nanopore
is increasingly being used for this common
industrial process.
Synthetic biology is an area of interest
globally for its ability to generate solutions
across multiple industries from food to
health. Oxford Nanopore is positioned
as an enabler of this industry, as well as
a mechanism to enable safety through
rapid analysis of biological material.
Vet and Agriculture (livestock)
Veterinary and agricultural sectors
increasingly rely on rapid genomic insights
to improve disease detection, breeding
programs, and food security. The ability to
quickly and accurately identify pathogens
in livestock and monitor genetic traits in
breeding, provides a competitive advantage.
With the rise of zoonotic diseases and global
food demands, integrating advanced
sequencing into veterinary diagnostics and
agricultural management is essential for
ensuring productivity and biosecurity.
Oxford Nanopore’s technology delivers
rapid, information-rich and scalable
solutions that empower veterinarians and
agricultural professionals to conduct rapid
genetic analysis.
Unlike traditional sequencing methods,
which require centralised labs and long
turnaround times, Oxford Nanopore enables
decentralized testing in field conditions. Its
cost-effective, accessible platforms support
disease surveillance, selective breeding, and
food safety, creating new opportunities for
industry-wide adoption and expansion into
emerging markets.
The increasing prevalence of livestock
diseases, antimicrobial resistance, and
foodborne pathogens drives the need for
faster, more comprehensive diagnostic
solutions. Oxford Nanopore meets this
demand with its rapid sequencing
capabilities, allowing for early detection of
PRRSV, FMD and AIin veterinary labs and in
the field. By providing scalable, cost-efficient
solutions, it helps agricultural businesses
adapt to regulatory requirements, improve
biosecurity, and enhance productivity
through precision breeding and pathogen
monitoring.
Food, Agriculture (plants) and environment testing
Food safety, authenticity, and environmental
monitoring are critical for public health,
regulatory compliance, and sustainable
resource management. The ability to rapidly
detect contaminants, verify food origins,
and monitor biodiversity in real time is
increasingly valuable. Breeding and assess
crops that are productive and safe is a
global priority. As global food supply chains
become more complex and environmental
changes impact ecosystems, industries need
scalable, cost-effective solutions for ensuring
food security and ecological health.
These include: Food Safety Testing, Food
Authenticity Testing, Food Spoilage,
Wastewater testing, eDNA biodiversity
assessment.
Oxford Nanopore’s enables rapid, accurate
analysis for food safety testing, food fraud
detection, crop analysis and environmental
monitoring. Unlike traditional methods,
which can be time-consuming and require
centralised labs, its portable and accessible
platforms allow decentralised testing in
diverse environments as well as in higher
output traditional labs. This capability
supports industries in agriculture,
contamination prevention, verifying product
authenticity, and tracking biodiversity.
Regulatory pressures, consumer demand
for transparency, and the need for rapid
response to foodborne outbreaks and
environmental threats are driving adoption
of advanced genomic tools. Oxford
Nanopore addresses these challenges
by delivering on-demand sequencing
for pathogen surveillance, food integrity
verification, and environmental DNA (eDNA)
analysis. By reducing time to result and
increasing accessibility, it helps businesses
enhance food safety, sustainability, and
regulatory compliance.
Corporate Governance Financial Statements Further InformationStrategic Report
Oxford Nanopore TechnologiesAnnual Report & Accounts 2024 23
Market opportunities
Clinical
Proportion of Group revenue in 2024:
9%
$126bn
Estimated TAM by 2032
Opportunity
Oxford Nanopore value proposition
and growth opportunity Market drivers and our response
Cancer
One in five people will develop cancer in their
lifetime. Cancer is a disease of the genome
(and methylome and transcriptome). Rapid
generation of information about solid
tumours or blood borne cancers has the
potential to characterise a disease and
inform the best treatment, as well as to
monitor response to treatment and
remission. Early detection of cancer is also
is a key feature of many national cancer
strategies or innovation.
Richer insights: highly accurate genomic
data capture more types of genetic variation.
In particular, methylation data provided
in real time and at no extra cost on the
nanopore platform, are of interest in
cancer detection and characterisation.
Faster insights hold potential for earlier
intervention, and accessibility and
affordability support a future of near-patient
technology for speed and to reduce
health disparities.
Cancer is an emerging area for Oxford
Nanopore, enabled by further improvement
in platform performance that drive high
levels of accuracy across a broad range of
genetic variation including methylation, a key
cancer driver. With the market need for rapid
turnaround of results, Oxford Nanopore
is able to enter the market through, for
example, rapid CNS tumour classification
through methylation profile, and to expand
into other cancers such as sarcomas with
a consistent method approach.
Human genetics
350 million people globally have a rare
disease, and patients with genetic disease
typically experience a long diagnostic odyssey
for which rapid genetic information can
provide answers. Human genetic information
can also support carrier screening,
transplantation, pharmacogenomics and
a range of other clinical needs.
Richer insights, delivered faster and
accessibly and affordably, have the potential
to improve multiple human genetics
applications, for example tissue typing
for transplantation or the characterisation
of human genetic disease, experienced
by millions of people worldwide.
Market drivers for rare disease include
the ability to characterise more diseases
(increased diagnostic yield) and to return
results in a rapid timeframe. Multiple
publications and programmes showed in
2024 that Oxford Nanopore fulfils these
market needs and is expanding its footprint
in rare disease, unlocking possibilities for
more widespread use eg “lifetime genomes”
that provide pharmacogenomic information.
Infectious disease
Viral pathogens such as bird flu H5N1 remain
a threat to human health, food security and
the economy. More than 39 million deaths
could be caused by antimicrobial resistance
(AMR) in the coming 25 years. Whether TB
or hospital-acquired infections, DNA or
RNA information can inform antimicrobial
choices and stewardship or identify
emerging pathgens.
Richer insights, delivered faster and
accessibly and affordably, as delivered
with Oxford Nanopore technology, have
the potential to provide rapid pathogen
surveillance in broad systems such as
healthcare and agriculture, as well as
rapid diagnostic and characterisation of
pathogens such as Tuberculosis, where
drug resistance is an urgent challenge.
Global authorities continue to perform
pandemic preparedness planning, and the
broad field of infectious disease remains
of a comparable size with other clinical
segments. Oxford Nanopore stands to
meet market needs for fast turnaround with
targeted or whole pathogen sequencing,
as well as providing entirely new paradigms
such as ‘agnostic’ metagenomic methods,
which have the potential to displace
traditional methods such as culture with
rapid, molecular insights.
Oxford Nanopore Technologies Annual Report & Accounts 202424
BioPharma
Proportion of Group revenue in 2024:
8%
>$4bn
Estimated TAM by 2032
Opportunity
Oxford Nanopore value proposition
and growth opportunity Market drivers and our response
Life sciences industries that are researching
and developing solutions, such as
therapeutics or vaccines, are driven by the
ability to understand biology in R&D, how to
manufacture and the identity, efficacy and
safety of their products.
These may include: Cell Line Authentication
& Characterisation, Vector and construct
characterisation and QC and
Biomanufacturing releaseTesting.
Richer insights, delivered faster and
accessibly and affordably, have the potential
to improve efficiency of outcomes of
life sciences development processes
by identifying new targets, optimising
production process, or enabling
dynamic iteration.
The unique ability to sequence RNA directly
and in real time unlocks specific applications
for the mRNA industries, to enable product
design and production.
Example: Oxford Nanopore is collaborating
with Lonza to develop a Current Good
Manufacturing Practice (cGMP) validated
test portfolio to enable QC release testing
incorporating analysis of multiple critical
quality attributes of mRNA and plasmid
products.
Oxford Nanopore is also collaborating
with broad partners across the industry to
enable efficient R&D and early development
activities, along with the seamless transfer
of methods to QC covering areas such as,
integration site analysis, identity testing
and adventitious agent testing.
Refs
The Lancet: More than 39 million deaths from antibiotic-resistant infections estimated between now and 2050, suggests first global analysis |
Institute for Health Metrics and Evaluation
What are Rare Diseases? | Rare Diseases Clinical Research Network 350 million people with rare disease
Corporate Governance Financial Statements Further InformationStrategic Report
Oxford Nanopore TechnologiesAnnual Report & Accounts 2024 25
Tonya McSherry
VP Commercial EMEAI
Your team drove outstanding
underlying growth in 2024 –
what were the key growth drivers
for your region?
In 2024, growth in the Europe, Middle East, Africa and India
region was primarily driven by our team’s transformation
initiated in 2023. We restructured our commercial
organisation by integrating new talent with proven
experience, creating a seamless, collaborative unit across
sales and support. This allowed us to invest strategically in
inside sales and build specialist teams focused on clinical
adoption and routine testing. We also continued to build on
our newest customer programmes and push them into
routine ‘production’ sequencing – these will help us drive
utilisation in the future. Additionally, by developing deeper
relationships with scientific leaders in genomics across each
subregion – underlined by our work with the University of
Tübingen – we have been able to reshape market
expectations with Oxford Nanopore’s unique capabilities in
human genetics, infectious diseases, and cancer, while also
expanding into emerging markets.
Delivering on our
broad pipeline of
opportunities
An interview with Tonya McSherry, VP Commercial EMEAI
Interview
You have built a carefully structured
team over the last few years. How
has this been built to drive success?
We have built a robust and agile team that now comprises
more than 120 professionals across sales and support,
spanning four major subregions in EMEAI. We achieved this
by integrating experienced leadership with our sales and
support functions to unite our team into one cohesive unit,
with the mantra of “one team, one goal”. In some
geographies we have further strengthened our approach
through an enhanced channel partner strategy, working
with external teams with depth of regional knowledge,
backed by rigorous training and management. This
disciplined, metrics-driven structure ensures that we
consistently deliver strong results and maintain a
customer-centric focus.
Tonya McSherry is the Vice President of Commercial,
EMEAI (Europe, Middle East, Africa and India) at Oxford
Nanopore. She has built and leads sales and support
across the region, driving 31.1% underlying revenue
growth in 2024. Previously, at Illumina, she played a key
role in large-scale human genomics programmes,
contributing to advancements in genomics knowledge.
With a career spanning Fibrogen and TGen, she has
spearheaded genome studies across the US and
Europe, bringing scientific discoveries closer to
real-world impact.
...by developing deeper relationships with
scientific leaders in genomics across each
subregion... we have been able to reshape
market expectations with Oxford Nanopore’s
unique capabilities in human genetics,
infectious diseases, and cancer, while
also expanding into emerging markets.”
Oxford Nanopore Technologies Annual Report & Accounts 202426
How does Oxford Nanopore approach its
opportunity funnel – and how do sales
teams work alongside marketing, digital
and support to optimise capturing value
from large to small programmes?
Our approach to the opportunity funnel is systematic and highly
collaborative. We work in close partnership with marketing, digital,
and support teams to generate quality leads and nurture them
through to closure. Leveraging regional insights, we tailor our
campaigns to meet local market needs while employing robust
tracking systems to monitor progress at every stage. This integrated
strategy, underpinned by strong relationships with key opinion
leaders, enables us to maximise value across programmes of all sizes
– from high-value strategic initiatives to smaller, targeted projects.
What does the sales process look like for
different customer types?
While the core structure of our sales process is consistent, we tailor
our approach according to customer type. For the research
community, our discussions centre on innovative solutions that
address scientific questions. In clinical settings, the focus shifts to
tangible outcomes and operational impact. With biopharma, which
typically operates on a global scale, we coordinate across regions to
manage complex, cross-functional accounts. For applied industrial
sectors, our messaging demonstrates how our technology
streamlines workflows and delivers rapid, actionable insights.
When you are working with customers,
when is the process competitive against
other sequencing technologies, and where
are you addressing unmet needs, where
you are positioning against orthogonal
technologies – or no technologies?
Competitive pressure is an inherent aspect of every engagement.
Our strategy is not to mimic legacy platforms but to instigate a
paradigm shift by offering a holistic solution that replaces multiple
tests with a single, integrated workflow. Our unique selling
proposition lies in delivering richer insights, superior accessibility, and
faster turnaround times. For example, in clinical applications, a single
sample processed with our technology can match the throughput of
several samples on traditional platforms. This gives us a distinctive
edge that, when combined with the depth of our data such as in
methylation analysis, demonstrates how Oxford Nanopore addresses
unmet needs and sets us apart from competitors.
Our unique selling proposition lies in delivering
richer insights, superior accessibility, and faster
turnaround times. For example, in clinical
applications, a single sample processed with
our technology can match the throughput
of several samples on traditional platforms.”
Corporate Governance Financial Statements Further InformationStrategic Report
Oxford Nanopore TechnologiesAnnual Report & Accounts 2024 27
IMAGE TBC
Interview continued
What were the standout highlights of 2024
for you?
One of the standout highlights of 2024 was the remarkable internal
collaboration between our sales and support teams, which
significantly enhanced our customer-centric approach. From a
scientific perspective, I am particularly proud of the tangible impact
of our technology on ending diagnostic odysseys, evidenced by a 13%
increase in diagnostic yield at Al Jalila Children's Specialty Hospital
in the United Arab Emirates. Additionally, the launch of the UK
Biobank methylome project was pivotal in advancing our capabilities
in epigenetics and closing critical gaps in the existing genomic
dataset. This project, in collaboration with organisations such as
Genomics England and the NHS, underscores the transformative
potential of Oxford Nanopore’s solutions. Read more on page 37.
When you knock on a new customer's
door, what are the range of challenges
you face in terms of perception and how
are you addressing these?
In the past, we encountered challenges related to perceptions of
accuracy and the level of support provided. Over the past three years,
however, we have evolved our technology and approach significantly.
Accuracy perceptions have shifted as the scientific community
understands that Oxford Nanopore delivers more information, and
that our “per base” accuracy is also competitive. Also by transitioning
from a self-serve model to an end-to-end support framework for
the larger devices and accounts – tripling our support teams in the
process – we now offer a more robust, personalised service. This
transformation enables us to ensure that customers are up and
running quickly and that they achieve the outcomes they require. Our
focus today is squarely on delivering scientific impact and operational
excellence, rather than simply selling a product. Customers are still
able to self-serve of course, and many MinION and P2 customers
still do this – accessibility is core to our broader commercial model.
From a scientific perspective, I am
particularly proud of the tangible impact
of our technology on ending diagnostic
odysseys, evidenced by a 13% increase
in diagnostic yield at Al Jalila Children’s
Hospital in the UAE.”
Oxford Nanopore Technologies Annual Report & Accounts 202428
What trends do you see in 2025?
We continue to anticipate a dynamic and competitive market
landscape in 2025. Revenue growth will be driven by an expanding
install base and the effective deployment of inside sales to capture
new opportunities, alongside the full-scale execution of large whole
genome sequencing programmes. As customers become more
discerning—with an increasing emphasis on comprehensive omics
data and maximising research outcomes—our value proposition is
evolving. Clients are seeking solutions that offer enhanced insight
and cost-effectiveness, prompting us to refine our offerings to meet
these emerging demands effectively.
We have talked about the biggest
opportunities, but where do you see the
biggest risk/challenges? And how can you
mitigate against this?
The primary risks we face are geopolitical uncertainties and
regulatory challenges, particularly in certain Middle Eastern markets
where complex international dynamics are at play. However, the
relative stability within the UK and EU provides us with a strong
foundation to navigate these risks. Additionally, we recognise that
maintaining excellence in customer experience – from acquisition
through to full implementation – is critical. To this end, we continue
to invest in comprehensive training and robust operational systems,
ensuring that our high standards remain embedded as we grow.
What type of customers/applications
are you getting most traction with in
EMEAI? Where do you see the biggest
opportunities for Oxford Nanopore in
2025/the medium term?
We are witnessing strong traction across several segments in EMEAI,
with research serving as the essential springboard for broader
applications. Looking to 2025 and beyond, our most promising
opportunities lie in human genetics and population-scale
sequencing, particularly in the realms of rare disease diagnostics
and pharmacogenomics. There is also a significant trend towards
preventative healthcare at a national level. Leveraging our robust
position in the UK, we are well placed to set benchmarks that can
be adopted internationally, thereby driving long-term growth
and innovation.
Corporate Governance Financial Statements Further InformationStrategic Report
Oxford Nanopore TechnologiesAnnual Report & Accounts 2024 29
Our people and culture
Attracting, developing and retaining
high-calibre employees is important. We
strive to build a purpose-driven culture
based on our values and shared goals.
Read more Page 60
Research & development
Innovation is at the heart of
everything we do and it delivers highly
differentiated products and drives
continuous improvement to deliver
value to our users.
Read more Page 34
Intellectual property
Innovation is protected by our IP
portfolio, which comprises more than
2,500 active patents across more than
250 patent families.
Read more Page 77
The Nanopore Community
We drive open innovation together
with the user community, who develop
novel applications for our technology
every day.
Read more Page 37
Suppliers
We have a diverse, global supply chain.
Our suppliers contribute to innovative
processes by developing their own
products and services.
Read more Page 84
Manufacturing
State-of-the-art in-house manufacturing
increases resilience, speed to market,
and minimises leakage of know-how.
Read more Page 38
Sales, marketing & support
We support our customers in more than
125 countries. Our commercial teams
are highly specialised, with an in-depth
knowledge across the full range of
products and applications.
Read more Page 36
Balance sheet
We have a strong balance sheet
enabling us to continue to invest
strategically in R&D, people, and
infrastructure to drive future growth.
Read more Page 46
How we create valueKey strengths
1
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Our vision
To enable the
analysis of anything,
by anyone,
anywhere.
Business model
Oxford Nanopore Technologies Annual Report & Accounts 202430
1. Innovation
Our R&D team pushes the boundaries of sensing technology to create products
with both novel properties and high performance, designed to penetrate, reshape
and expand markets. This includes fundamental research, pipeline programmes
to develop new technologies and programmes to improve the performance of
the existing platform.
Read more Page 34
2. Intellectual property
We continue to invest in building and protecting our IP portfolio, which consists
of patents, trademarks, registered designs, trade secrets and copyright. Our IP team
find and protect the important innovations which can add value to the Company,
now and in the future. To complement internally developed IP, we have fostered
long-standing links with a number of leading academic institutions worldwide.
Read more Page 77
3. Manufacture and supply
We manufacture three main categories of physical products: the sequencing
devices, the sequencing components (flow cells) and the sample preparation
consumables (kits), from our high-tech manufacturing facilities in Oxfordshire, UK.
Manufacturing involves a combination of sourcing components from third-party
suppliers as well as in-house manufacturing and assembly. We maintain close
control over, and internally manufacture or assemble, the key components of our
products to ensure the required levels of quality, service and delivery are met.
Read more Page 38
4. Route to market
Our electronic-based molecular sensing platform provides competitively priced
solutions, breaking down existing barriers to entry to broaden the user base
and applications of the technology. We ship products globally from our four
international distribution hubs and work with various distributors to support our
commercial activities in certain regions including China, Japan, Turkey, India, South
Korea and parts of Africa. We have multiple potential routes to market to optimise
future commercial impact, including direct channels, distributors, collaborations
and partnerships for clinical and applied industrial markets.
Read more Page 36
5. Customers
We manage growth across our four customer groups (Research, Clinical, Applied
Industrial, and BioPharma) to ensure that efficient and effective commercial
attention is given to different types of customers throughout the sales pipeline, as
well as closing new business and providing ongoing support for customer success.
Through feedback and collaboration our customers also play an important role in
our product development process.
Read more Page 7
6. Sales, Marketing & Support
We support our customers in more than 125 countries. Our commercial teams are
highly specialised with an in-depth knowledge across the full range of products.
Since January 2023, the sales team consists of three regional team verticals, led by
Commercial Directors in AMR, EMEAI and APAC. To capture opportunities outside
research, we also have an expert Diagnostics, Applied & Industrial Markets group
exploring new market opportunities in AgBio, Veterinary and Bio-Manufacturing.
Read more Page 36
For customers
Our Research and Applied
customers benefit from our
highly differentiated technology
platform and technical support
allowing them to gain deeper
biological insights.
Customer publications
in 2024
~
3,000
For shareholders
We believe executing against
our strategy and growing the
business will drive long-term
value creation for shareholders.
3-year underlying
revenue CAGR
31.5%
Employees
We make significant investments
in recruiting and developing
our people, and ensuring their
wellbeing, to maintain the culture
and rapid pace of innovation
that continues to underpin
our success.
Total training hours
23,192
For society and
environment
Our products are used around
the world to advance the global
understanding of biology and
causes of disease. We are
also committed to limiting the
impact of our operations on
the environment.
Packaging from
renewable sources
69 tonnes
Investment in
the business
(See note 34 on page 193)
Continued strategic and
disciplined investment in R&D,
people and infrastructure to
drive long-term sustainable
growth and penetrate key
markets. Capital and resource
allocation is aligned with strategic
priority areas, with a focus on
driving growth and efficiency.
Investment in R&D
£110m
How we create value
Value created and shared
Corporate Governance Financial Statements Further InformationStrategic Report
Oxford Nanopore TechnologiesAnnual Report & Accounts 2024 31
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Our strategy
Our strategy is underpinned
by our sustainability pillars
Our strategic pillars
We are focused on delivering sustainable, long-term
growth by making molecular analysis more valuable and
more accessible to customers worldwide. Our long-term
growth strategy is based on three pillars: disruptive
innovation, commercial execution, and operational
excellence. These strategic priorities are designed to
create sustainable long-term growth, by expanding our
market share, growing existing markets and by creating
entirely new markets.
Product PlanetPeople
Read more
Page 48
Our
strategy
In the fourth quarter of 2024, we we started a new strategic planning
process to ensure we maximise the broad opportunities in front of
us. This process incorporates a variety of perspectives from inside
and outside the Group ensuring we can prioritise the opportunities
that best leverage our differentiated technology to create value for
our stakeholders. As we continue to grow and adapt to changing
market conditions this capability is critical.
As we transition into 2025, we are integrating these data-driven
strategic planning tools into many aspects of the Group's decision
making. We are undertaking this work in collaboration with our
Board of Directors, and we look forward to articulating the outcomes
of this work in our next report.
Oxford Nanopore Technologies Annual Report & Accounts 202432
Strategic pillar 2
Commercial
execution
Strategic pillar 3
Operational
excellence
Innovation
Strategic pillar 1
Read more
Page 34
Read more
Page 38
Read more
Page 36
Corporate Governance Financial Statements Further InformationStrategic Report
Oxford Nanopore TechnologiesAnnual Report & Accounts 2024 33
Performance in 2024
• Delivered new products launches, aimed at (i) expanding our
penetration of the research market including the PromethION P2
integrated and MinION Mk1D devices and (ii) new products from
our regulated pipeline, to drive adoption in new clinical and applied
markets, including GridION Q, from our Q-Line product range,
and ElysION.
• Developed and released a number of end-to-end workflows
to support our users by simplifying their sample to answer
experience, including a series of nanopore-only workflows such
as the nanopore-only Microbial Isolate Sequencing Solution
(NO-MISS) delivering highly accurate (Q60) and complete microbial
genomes.The nanopore only telomere-to-telomere (T2T) workflow,
delivers state of the art (Q50) T2T human assemblies without the
need for other technologies. The capability to produce T2T
assemblies addresses the gaps left by traditional sequencing
methods, facilitating more comprehensive studies of complex
genomic regions.
• During 2024 we enhanced our direct RNA sequencing chemistry
improving accuracy and output and increasing the modified
base offering to cover five different modifications including
Pseudouridine, which is used extensively in mRNA Vaccine
production and cannot be detected with any other technology.
These advances enable high-throughput applications such as
quality control testing for mRNA vaccines and biomarker discovery.
Priorities for 2025
• Drive adoption in applied markets: i) Deliver the launch of
PromethION Q to our Q-Line product range to broaden the
opportunity for human sequencing applications ii) advance
GridION Q-line to CE-IVD submission for the regulated clinical
sequencing market, iii) continue the development of the ElysION
product range for high throughput customers and iv) develop a low
throughput sample to answer platform both in-house and with
third parties where suitable.
• Simplifying nanopore sequencing: Applications and R&D teams
will continue to upgrade and expand our menu of workflows to
allow customers to simplify nanopore sequencing and to drive
adoption and utilisation, particularly in areas such as whole human
genome sequencing and emerging end markets such as Applied
Industrial, Clinical and BioPharma.
• Improve analytics and insights for broad applications:
Continued investment in EPI2ME, our informatics platform which is
critical to supporting our growing menu of end-to-end workflows.
• Increase product performance and competitiveness:
Continued focus on improving output per PromethION Flow Cell,
towards our target of generating over 200 Gb per flow cell routinely
in user hands. This upgrade would enable users to generate two
30X human genomes per flow cell, increasing output and reducing
price per genome to boost the competitiveness of nanopore
genomes against legacy systems and drive adoption with high
volume projects. Continue to push the boundaries on accuracy, to
make Oxford Nanopore the most accurate molecular analysis
platform on the market.
Pipeline
• We have a robust innovation pipeline as we look to enable the
analysis of anything by anyone anywhere.
• Our short term focus is on increasing penetration of the applied
markets with our Q-line product range and facilitating our
partners to amplify our reach by developing and distributing novel
content on our platform.
• In the medium term we look to add to our already strong multiomic
offering by launching protein sensing solutions. In addition, we
also look to substantially transform our scale both in distributed
sequencing with our sample to answer TraxION programme and
in high throughput sequencing with our voltage sensor.
• Our long term roadmap is heavily shaped towards the ubiquity
of sequencing and having simple to use instruments at point of
sample across a broad range pf applications.
Our commitment to innovation is central to our strategy for growth. Our R&D team pushes the
boundaries of our unique sensing technology to create highly differentiated products and drive
performance to deliver novel insights, designed to expand and reshape markets. Innovation
includes fundamental research into our core system, including nanopores, enzymes, ASIC sensor
arrays, chemistry, software and algorithms. These create our core applications of DNA, RNA and
in the future, protein and small molecule sensing.
We develop this platform into our range of products and further enable users by creating simple
end-to-end workflows from sample to answer to accelerate their biological insights.
Innovation
Links to KPIs
• Revenue
• Gross margin
• Adjusted EBITDA
• Publications
Links to risks
1
2
3
5
6
7
8
10
See page 72 for more information
P2 devices in the field
>
1,900
Customer publiations in 2024
~
3,000
Our strategy continued
Oxford Nanopore Technologies Annual Report & Accounts 202434
Key product launches in 2024:
ElysION
ElySION (formerly known as Project TurBOT), launched in Early Access in Q2, is progressing towards
becoming a regulated device for future clinical applications, showcasing the Group’s ongoing
commitment to expanding and supporting advanced research and diagnostic applications.
ElysION is designed to offer integrated and automated extraction, library preparation, sequencing,
basecalling, and data analysis for multiple samples, all within a single device. This device will accelerate
the proliferation of workflows through health ecosystems such as the respiratory metagenomics
work pioneered by GSTT. It does this by providing a hands-free, simple workflow from raw sample
to analysis, therefore reducing the expertise required to use the platform, including, for example,
in hospital laboratories.
GridION Q
In 2024 we launched GidION Q, the first of our Q-Line range of products, which delivers a stable,
frozen version of hardware, software and chemistry. This enables users to develop and deploy their
assays without needing to follow our accelerated upgrade path available to our research customers
eager to advance science using the latest technology. Q-Line will be updated once a year but each
version will be support for up to three years to reduce the need for re-validation.
PromethION 2 integrated
Following the launch of the compact and high-output PromethION 2 Solo (P2S) device in 2023, we
launched the PromethION 2 integrated (P2i), with integrated compute and screen, in Q2 2024. We have
been pleased to see the strong interest in both of these devices across a diverse set of customers.
The P2 installed base (consisting of both P2S and P2i) is now more than 1,900 across a broad range
of users and applications, democratising access to human genomes, transcriptomes and other high
output nanopore applications.
MinION Mk1D launch
2024 marked ten years of MinION and to celebrate, a new MinION, the MinION Mk1D was launched
in Q4. The MinION is the smallest sequencer on the market. It is used by a broad range of global
customers and through software and chemistry upgrades it has seen outputs improve 40-fold
and accuracies move to above 99%. The Mk1D is designed with improved temperature control,
further strengthening this products ability to sequence in a broad range of environments.
Our teams work closely with NVIDIA, Apple and other partners on latest technology updates to ensure
we pair our sequencers with the latest and most powerful portable compute. One of many options
explored are iPADs alongside laptops and the team will update on our strategy for portable compute
during 2025.
Corporate Governance Financial Statements Further InformationStrategic Report
Oxford Nanopore TechnologiesAnnual Report & Accounts 2024 35
Performance in 2024
• Delivered 55.8% underlying revenue growth (see note 34 on page
193) across the PromethION product range, reflecting increased
utilisation and new customer acquisition.
• Delivered revenue growth across all customer groups, excluding
the EGP and COVID sequencing. Underlying revenue in research,
clinical, biopharma and applied industrial customer groups grew
at 1.9%, 12.2%, 17.7% and 41.8% respectively.
• Delivered strong underlying revenue growth across all regions
led by EMEAI, up 31.1% and APAC, up 22.1% driven by new product
launches, new and expanded contracts, and increasing sales team
productivity, moderated in part by export control restrictions to
China and the Middle East. Underlying revenue in AMR grew by
7.0% for FY24 and 12.9% in H2, as momentum built during the year.
• Key new contract wins and contract expansions delivered across
all regions including i) APAC: research project with Precision Health
Research Singapore, which selected Oxford Nanopore technology
to sequence 10,000 human genomes to gain deeper insights into
Asian genetic diversity, ii) EMEAI: research collaboration with UK
Biobank to create the world’s first comprehensive, large-scale
epigenetic dataset to map epigenetic modifications across 50,000
samples, and iii) AMR: a multi-million, multi-year contract expansion
with Plasmidsaurus (Applied Industrial), to deliver high-accuracy
whole plasmid sequencing with fast turnaround times.
• New strategic collaborations added to develop and access new
growth markets in biopharma, clinical and industrial applications,
including a collaboration with Lonza on a novel test to accelerate
analysis of mRNA products.
• Existing clinical collaborations delivering: including the launch of
the AmplideX
®
Nanopore Carrier Plus Kit with Asuragen in Q4 2024.
• Launched the “what you’re missing matters” or WYMM tour. Events
were held in 28 cities globally, engaging with more than 4,500
scientists. This was complemented with the 10th anniversary of our
flagship customer conference, London Calling, which brings our
latest technology announcements together with the scientific
breakthroughs from our user community, in May each year.
• Post period end we revised our pricing model with the aim of
increasing simplicity and transparency for customers whilst
improving the sustainability of the business. These changes align
the Group with industry peers by offering more conventional
capital purchase schemes to customers, alongside flexibility for
leasing as appropriate through financing partners or direct, whilst
maintaining affordable and accessible sequencing through our
range of portable devices.
Priorities for 2025
• Pave the future: Continue to build on our networks of scientific
thought leaders who themselves innovate new, powerful
applications for our technology that meet unmet needs in research,
Clinical, Applied Industrial or BioPharma communities. Focus
on broadening these global networks and create high-impact
opportunities by raising awareness and sharing emerging
best practice.
• Commercial excellence: Leverage our significant commercial
infrastructure to optimise the time spent in field with customers
and deliver tools, training and systems to manage and accelerate
our growing opportunity pipeline and drive utilisation across
the customer base. Deliver territory plans aligned to priorities.
Continue to take a disciplined approach to leads, opportunities,
forecast accuracy and execution to minimise risk and ensure
highest level of commercial productivity.
• Embody collaboration: Improve our systems and processes
with a "customer first" approach to deliver market leading user
experiences. Foster a ‘one team’ approach to deliver customer
requirements, with a focus on customer success, through internal
collaboration across Innovation, Operations, Corporate and
Commercial teams.
• Amplify success: Boost impactful stories and foster strong
customer advocacy to demonstrate the intrinsic value of Oxford
Nanopore products in field.
Our commercial model focuses on enabling broad, rapid adoption and driving utilisation of our
products to transform and expand the sequencing and analysis market. Our electronics-based
molecular sensing platform is designed to provide richer data, rapidly and more affordably and
accessibly than legacy technologies. We aim to break down existing barriers-to-entry to broaden
the user base and the applications of molecular analysis technology.
We support our users with a strong digital presence and drive growth by expanding our
geographical footprint and bolstering our direct sales, field application specialists and support
teams. Our direct teams are complemented with a number of strategic distributor relationships
to ensure our product is accessible anywhere. In addition, we work with strategic commercial
partners and collaborators to access new applied markets.
Commercial execution
Links to KPIs
• Revenue
• Gross margin
• Adjusted EBITDA
• Publications
• Percentage of women in
senior leadership roles
Links to risks
1
2
3
4
7
8
10
See page 72 for more information
Our strategy continued
Growth in Applied Industrial
revenue
41.8%
Growth in BioPharma
revenue
17.7%
Oxford Nanopore Technologies Annual Report & Accounts 202436
In August 2024, Oxford Nanopore announced a landmark
reseach collaboration with Singapore's National Precision
Medicine (NPM) programme, led by Precision Health
Research, Singapore (PRECISE). This initiative aims to
sequence 10,000 genomes to improve the understanding
of genetic architecture and diversity in Singapore’s
multi-ethnic population.
The primary challenge was to develop a comprehensive
structural variant catalogue representing the three major
ethnic groups in Singapore: Chinese, Malay, and Indian.
Traditional genomic databases often underrepresent these
populations, making it difficult to capture the full range of
genetic diversity and its implications for health and disease.
Oxford Nanopore’s advanced nanopore-based sequencing
technology was chosen for its ability to provide richer
genomic data, through the ability to analyse longer
fragments and perform native DNA analysis, which is
essential for capturing complex genetic variations. This
technology allows for real-time sequencing and analysis,
making it ideal for large-scale population genomics projects.
The project involves sequencing 10,000 genomes from
Singapore’s diverse population, and creating one of the
largest reference databases of underrepresented populations
in genomics. The initiative is supported by various
Singaporean institutions, including A*STAR, the Biomedical
Sciences Industry Partnership Office, and the Economic
Development Board.
The collaboration is expected to enhance the understanding
of genetic diversity and its impact on health, leading to
improved diagnostics, personalised treatments, and better
healthcare outcomes. By focusing on underrepresented
populations, the project aims to set a new standard for
population health and precision medicine in Asia.
This collaboration underscores Oxford Nanopore’s
commitment to advancing genetic research and healthcare
outcomes on a global scale. By creating a comprehensive
genetic reference for Singapore’s multi-ethnic population,
the project has the potential to revolutionise the approach
to precision medicine and population health, paving the
way for innovations in prevention, diagnosis, and treatment.
Strategy in action
Landmark research project in Singapore to gain deeper insights into Asian genetic diversity
In November 2024, Oxford Nanopore announced a
groundbreaking collaboration with UK Biobank to create the
world’s first comprehensive, large-scale epigenetic dataset.
This initiative aims to map epigenetic modifications across
50,000 samples, targeting the causes of cancer, dementia,
and other complex diseases.
The primary challenge was to develop a comprehensive
epigenetic map that could provide insights into disease
mechanisms, improve early detection, and enable precise
diagnoses and personalised treatments. Traditional methods
were limited in scope and detail, making it difficult to capture
the full range of epigenetic modifications. This collaboration
however is filling in the genomic gaps of UK Biobank's current
genomic datasets by uncovering regions of the genome
previously not explored due to technology limitations.
Oxford Nanopore’s direct sequencing technology was
chosen for its ability to sequence canonical bases (C, A, G, T)
and epigenetic modifications (5mC, 5hmC, 6mA) in real-time.
This technology provides a more complete epigenetic
picture compared to other methods, making it ideal for
this large-scale project.
The project involves sequencing 50,000 blood samples from
UK Biobank participants, creating the largest reference dataset
focused on capturing epigenetic markers across the genome.
The dataset primarily includes healthy participants, providing
a valuable baseline for studying various diseases and creating
population-level risk profiles.
The collaboration has the potential to transform healthcare by
enhancing disease understanding, accelerating diagnostics, and
informing personalised treatments. By creating a detailed map
of epigenetic changes in a large, diverse population, the project
aims to uncover how epigenetic factors contribute to diseases
like cancer and dementia.
This collaboration represents a significant leap forward in
understanding the hidden layers of gene regulation affected
by environmental and lifestyle impacts. Similar to the impact
of the Human Genome Project, the insights from this project
have the potential to revolutionise the approach to some of the
most challenging diseases, paving the way for innovations in
prevention, diagnosis, and treatment.
Strategy in action
Collaboration with UK Biobank to create the world’s first large-scale epigenetic dataset
Corporate Governance Financial Statements Further InformationStrategic Report
Oxford Nanopore TechnologiesAnnual Report & Accounts 2024 37
Performance in 2024
• Our expanded global commercial teams have been optimised
following successful strategic leadership hires and development of
the structure of the commercial organisations, across the regions
of AMR, EMEAI and APAC.
• Significant investments made in data and IT infrastructure to
enable the future scaling of our business in an efficient manner.
• Continued development of automation platforms for MinION
and PromethION Flow Cell assembly lines to increase capacity and
reproducibility in existing manufacturing facilities, and support
margin expansion.
• Delivered gross margin of 57.5% (FY23: 53.3%), reflecting increased
operational efficiencies across the product range, in particular on
PromethION Flow Cells and devices.
• Our continued emphasis on BCP, delivered expansion of biological
and chemical manufacturing into dedicated manufacturing space,
with automation deployed where appropriate.
• In 2024 we saw a 32% year-on-year increase in the recycling
of disposable flow cells returned to us, this delivers margin
improvement and supports our ESG targets.
• Completed fitout of development laboratories in Sherard Building
to support continued growth and launch of Q-line product.
• Completed main fitout of Spectrum Building, a new 56,000 square
foot facility in Abingdon, order fulfilment live in Q4, ongoing fitout
to deliver high-capacity reverse logistics and recycling through
Q1 2025.
• Expanded global logistics network across Singapore and Australia
fully operational with >90% of Australian customers recieving next
day delivery. Continued investment in logistic/international
commerce infrastructure enabling direct domestic sales in Japan,
Canada, Australia and Singapore.
• Strengthened leadership team: Nick Keher appointed as CFO.
Tim Cowper, Rosemary Sinclair Dokos and Dr Lakmal Jayasinghe
stepped into the roles of Chief Operating Officer, Chief Product
and Marketing Officer and Chief Scientific Officer respectively.
• Increased the number of women in senior leadership roles.
At 31 December 2024 the proportion of women in senior leadeship
roles increased to 47.4% (31 December 2023: 46.6%).
• In January 2025, we concluded an operational efficiency program
leading to a reduction in the overall workforce of approximately 5%,
spread evenly across R&D, Commercial and Corporate functions,
alongside other cost control measures of a similar size.
Priorities for 2025
• Focus on customer journey: Investment in ERP and CRM system
programmes to re-design the customer journey with the aim of
improving customer experience through upgraded quotation,
ordering and customer service systems. These improvements
will also greatly increase the efficiencies of all our customer
facing teams.
• Continue to improve product performance: Continue to drive
all our manufacturing quality and robustness programmes as we
focus our teams on ensuring the customer has the best product
experience with Oxford Nanopore. This includes investments in key
strategic suppliers who are critical to maintaining and improving
product quality and reliability.
• Support drive of Innovation: Support the innovation team as
they drive output improvements on PromethION Flow Cells towards
our target of generating over 200 Gb per flow cell routinely in user
hands. This would enable users to generate two 30X human
genomes per flow cell.
• Drive higher standards of operational excellence amongst
our distributors: Improving training and auditing of distributors
to drive sales, improved customer experience, and mitigate
compliance risks.
We continue to invest in and improve our processes across both operational
and manufacturing infrastructures to enable long-term growth and drive
margin expansion. This includes optimising manufacturing processes through
innovation to drive efficiency, building a best-in-class, resilient supply chain
and strong global teams, with a focus on culture and people development.
Operational excellence
Links to KPIs
• Revenue
• Gross margin
• Adjusted EBITDA
• Percentage of women in
senior leadership roles
Links to risks
1
2
3
4
5
6
7
8
9
10
See page 72 for more information
Our strategy continued
Increase in flow cell recycling
32%
Gross margin
57.5%
Oxford Nanopore Technologies Annual Report & Accounts 202438
The challenge
Due to Oxford Nanopore’s growth across all product areas
and a need to continue to innovate, further laboratory
space was required. In addition, a dedicated space close
to and fully integrated with R&D which conforms to
the requirements of regulated markets was needed to
accelerate the development of Q-Line and introduce new
products in impactful applications such as Drug Resistant
TB detection.
The solution
During 2024, we secured 13,000 square foot of mixed office
and laboratory space at Sherard Building, The Oxford
Science Park. This space offered high quality
accommodation for our R&D, late-stage development and
support teams. Situated opposite our Head Quarters at
Gosling Building the new addition to our portfolio was the
perfect choice to nurture innovation and accelerate new
ideas into regulated products.
The results
Our urgent requirement for onsite laboratory space was
met in full and quickly with the space available at Sherard
Building and this space has enabled the development and
scheduled release of our AmPORE-TB RUO product. Further
to this we also launched our GridION Q product in 2024 to
support regulated markets including BioPharma industry
and we validated and launched our first application for
mRNA vaccine and plasmid QC and this has been rolled
out to key BioPharma customers who are in the process
of GMP validating these tests. R&D continued to deliver
with dedicated space for our ElySION and automation
platform teams.
Strategy in action
Facilities to support continued growth in applied markets
Corporate Governance Financial Statements Further InformationStrategic Report
Oxford Nanopore TechnologiesAnnual Report & Accounts 2024 39
Financial KPIs
Revenue
£183.2m
Adjusted EBITDA
£(116.1) m
Gross margin
57.5%
Key performance indicators
Definition
Revenue is derived from the sale of our
sequencing products to global customers
who are using our technology for scientific
research and clinical and applied uses.
Performance
Revenue increased by 8.0% on a reported
basis and 11.1% on a constant currency
basis, driven by the continued increase in
the user base and utilisation of our
technology, partially offset by a £16.0
million combined headwind from the EGP
and COVID sequencing. In the period from
FY21 to FY24 underlying revenue grew at a
CAGR of 31.5%.
Definition
Gross margin is gross profit expressed as a
percentage of revenue.
Gross margin is a key metric for monitoring
the Group’s earnings quality and potential.
Performance
Gross margin increased by 420 basis
points to 57.5%, predominantly reflecting
underlying margin improvements,
particularly across both PromethION Flow
Cell and devices and the one-off issues in
2023, including the adverse performance
of the EGP, the write-off of excess COVID
sequencing kits and legacy devices and
upgrading the compute on large
PromethION devices.
Definition
Adjusted EBITDA is Loss for the year before
finance income, loan interest, interest on
lease, income tax, depreciation and
amortisation and exceptional items. See
reconciliation on page 46.
Adjusted EBITDA is used to assess
the trading performance of the
Group’s business.
Performance
Adjusted EBITDA loss increased by £11.2
million driven by increasing operational
expenses, primarily the annualised impact
of additional headcount as highlighted at
FY23 results. H2 24 EBITDA loss of £(54.5)
million is £7.1 million lower than H1 24 of
£(61.6) million, demonstrating good cost
control in the period. We expect this
improvement in EBITDA to continue over
the coming years.
Link to strategy
Associated risks
1
2
3
4
5
6
7
8
9
10
Linked to remuneration?
Yes (See page 119)
Link to strategy
Associated risks
1
2
3
4
5
6
7
8
9
10
Linked to remuneration?
Yes (See page 119)
Link to strategy
Associated risks
1
2
3
4
5
6
7
8
9
10
Linked to remuneration?
Yes (See page 119)
169.7
146.8
127.0
2
023
2
022
2
021
2024
183.2
£(104.9)
£(78.6)
£(57.7)
2
023
2
022
2
021
2024
£(116.1)
53.3%
56.3%
53.8%
2
023
2
022
2
021
2024
57.5%
Oxford Nanopore Technologies Annual Report & Accounts 202440
Non-financial KPIs
Women in senior leadership
roles
47.4%
Publications*
>
14,000
Principal risks and uncertainties
1
Ability to achieve medium-term revenue growth targets
and ability to expand into diagnostics and applied sectors
2
Ability to successfully introduce products to remain a
technology leader and to offer a stable platform on which
customers may rely
3
Trade, war, fluctuations in research funding, component
inflation, and price competition
4
Reliance on channel partners and expanding geographies
5
Cyber security (network and device)
6
Intellectual property protection and increased
competition
7
Founder-led company and succession planning
8
Ability to make products: supply chain and manufacturing
9
Data privacy and data classification
10
Environment, health and safety
Link to strategy
Innovation
Commercial execution
Operational excellence
Definition
The proportion of women in leadership roles
globally. Includes women on the Board,
Operating Committee and direct reports to
members of the Operating Committee
(excluding admin support).
Nurturing a diverse and inclusive culture
drives our growth as a business. We
continue to focus on driving greater gender
balance throughout the Company and, in
particular, at the most senior levels.
We are targeting 40% representation
of women at the Board level.
Performance
As at 31 December 2024, the proportion
of women in senior leadership roles
increased to 47.4% (2023: 46.6%).
Definition
The cumulative number of scientific
publications that include nanopore
sequencing as an experimental method,
as publicly available in online resources.
Why it is important?
Publications are an indicator of the breadth
and diversity of the use of nanopore
sequencing in the scientific community,
reflecting expanding utility and acceptance
in genomics research.
Performance
The increase in publications reflects
the growing momentum for the Group’s
sequencing technology in the scientific
research community. This also reflects
the impact of the Group’s strategy of
broadening access to genomics
through more accessible technology
as publications appear from diverse
scientific communities.
Link to strategy
Associated risks
1
7
Linked to remuneration?
No
Link to strategy
Associated risks
1
2
3
6
8
Linked to remuneration?
No
11,000
8,000
5,200
2
023
2
022
2
021
2024
14,000
46.6%
39.7%
41.3%
2
023
2
022
2
021
2024
47.4%
* Cumulative peer review publications, identified through databases including Google Scholar and PubMed, and demonstrating primary research using Oxford
Nanopore sequencing technology. Excludes review articles, book chapters, editorials, protocols, and conference proceedings. English language only.
Corporate Governance Financial Statements Further InformationStrategic Report
Oxford Nanopore TechnologiesAnnual Report & Accounts 2024 41
Financial review
2024 performance
The Group delivered revenue of £183.2 million (2023: £169.7 million),
an increase of 11.1% year-on-year on a constant currency basis and
8.0% on a reported basis, including foreign exchange headwinds.
Revenue growth was driven by expansion into end-markets outside
of Research, namely Applied Industrial, BioPharma and Clinical.
Underlying revenue growth, excluding the Emirati Genome Program
("EGP") and COVID sequencing (combined headwind of £16.0 million),
was up 23.3% on a constant currency basis and up 19.7% on a
reported basis. Underlying growth has been strongest across the
PromethION product range, up 55.8% in 2024, primarily driven by
increasing customer flow cell utilisation. This helped offset softness
in the MinION product range, which declined in the year due to a mix
of factors primarily related to product life cycle management, with
the discontinuation of the Mk1C device and delayed launch of the
Mk1D.
On a geographical basis the Group delivered strong underlying
revenue growth in all regions, led by EMEAI and APAC and driven by
new product launches, new and expanded contracts, and increasing
sales team productivity. The strong and broad-based acceleration
across the business in H2 2024 was moderated in part by export
control restrictions to China. Growth across the AMR region was
slower than that of EMEAI and APAC, but the anticipated acceleration
in H2 2024 for the AMR region started as expected. Whilst our
confidence that this will continue to accelerate in 2025 is
underpinned by our growing commercial pipeline across both our
existing customer base and new opportunities, we expect this
growth to be somewhat impacted by changes to Federal funding in
the US for institutions such as the NIH, albeit the materiality of this
impact is still uncertain as the situation is still evolving. Management
estimated that the Group had a maximum exposure of 10-15% of
revenues in 2024 to the NIH.
Gross profit increased to £105.4 million (2023: £90.5 million) in the
year, up 16.5% on 2023. Gross margin increased by 420 basis points
("bps") to 57.5% (2023: 53.3%), driven by margin improvements (up
410 bps), particularly across both PromethION Flow Cell and devices,
offsetting product mix (down 420 bps) and currency headwinds
(down 120 bps). This also reflects the fact that 2023 gross margin was
impacted by a number of one-off issues that did not repeat in 2024
(550 bps improvement in 2024), including the adverse performance
of the EGP, the write-off of excess COVID sequencing kits and legacy
devices and upgrading the compute on large PromethION devices.
We delivered strong, resilient growth in
our core business through execution of
our strategy
Key Highlights
Revenue grew by
11.1%
(Constant currency)
Underlying
revenue grew by
23.3%
(Constant currency)
Cash, cash equivalents and
other liquid investments
£403.8m
Gross margin
increased by
420bps
Reduction in cash, cash
equivalents and other liquid
investments in the year by
£68.3m
Confidence in the future
• Disruptive technology
platform and robust
innovation pipeline
continues to drive growth
• Resilient supply chain and
multiple levers to drive
gross margin expansion
FY27 medium-term targets
• Grow revenue by >30%
CAGR at constant currency
between FY24 and FY27
• Increase gross margin to
>62%
• Achieve adjusted EBITDA
breakeven
Glossary
Adjusted EBITDA: EBITDA adjusted for events which are
non-recurring or intermittent, which do not relate to the ongoing
operational performance that underpins long-term value generation.
See reconciliation in note 34, page 193
bps: basis points
CAGR: Compound annual growth rate
Cash, cash equivalents and other liquid investments: Cash and
cash equivalents, plus investment bonds
Constant Currency ("CC"): the application of the same exchange
rate to the 2024 and 2023 non-GBP results, based on 2023 rates
Nick Keher
Chief Financial
Officer
EBITDA: Loss for the year before income tax expense, finance income,
loan interest, interest on leases, depreciation and amortisation
IFRS: International Financial Reporting Standards
LTIP: Long-Term Incentive Plan
Underlying revenue growth: revenue growth excluding EGP and
COVID sequencing revenue
Underlying revenue growth on a constant currency basis:
revenue growth excluding EGP and COVID sequencing revenue on a
constant currency basis
Working capital: inventory plus trade and other receivables
less trade and other payables
Oxford Nanopore Technologies Annual Report & Accounts 202442
Group operating loss reduced to £152.3 million (2023: £168.6 million),
reflecting the increase in revenue and gross profit and a credit to the
Founder LTIP in the year.
Adjusted EBITDA loss of £(116.1) million (2023: £(104.9) million); driven
by increasing operational expenses, primarily the annualised impact
of additional headcount as highlighted in the 2023 results. Adjusted
operating costs were up 12% compared to 2023 and H2 2024 was up
4% against H1 2024, demonstrating good cost control and the H2
2024 EBITDA loss of £(54.5) million is £7.1 million lower than H1 2024
of £(61.6) million. We anticipate that this improvement in Adjusted
EBITDA will continue into the coming years.
The reduction in reported loss year-on-year to £(146.2) million (2023:
£(154.5) million) was predominately driven by a Founder LTIP credit
of £6.1 million (2023: charge of £20.9 million) and a £2.7 million credit
relating to the reversal of historic employers’ social security tax
charges (2023: £0.9 million credit), partly offset by increasing
operating expenses associated with the increase in headcount.
During 2024, we continued to invest in research and development to
drive both continuous improvement in the performance and usability
of our technology, and to deliver new products and technologies that
address a broader range of applications and users’ needs. Given the
advanced state of development of our product portfolio, the
proportion now capitalised has increased versus 2023, with this
trend to continue in 2025. Commercial and marketing headcount was
489 employees at 31 December 2024, up by 18% on prior year.
Post year-end, the Group entered into a targeted restructuring
program, leading to a reduction in the overall workforce of around
5%, spread broadly evenly across R&D, Commercial and Corporate
areas. Alongside other cost control measures of a similar size and
continued focus on increasing effiicencies in the business, this is
expected to ensure overall growth in costs in 2025 remain at the low
end of the Group's stated medium-term guidance of 3%-8% CAGR
between 2024 and 2027. Management expects to take a total cash
charge of around £6 million in 2025 in relation to redundancy
payments, which will be treated as an adjusting item.
The Group remains well capitalised with £403.8 million in cash, cash
equivalents and other liquid investments as at 31 December 2024
(2023: £472.1 million), noting that a £8.3 million R&D tax credit was
received in Q1 2025. During the second half of the year the Group
raised gross proceeds of £80.0 million, which included a new £50.0
million strategic investment from Novo Holdings.
In the second half of the year the Group entered into a new
arrangement with a third-party firm to provide customers with
financing options to fund capex purchases in certain markets, which
could potentially help alleviate the financial burden on Oxford
Nanopore from leasing devices directly. Alongside this initiative, the
Group released an update to its business and pricing model in
February 2025 with the aim of increasing simplicity and transparency
for customers whilst improving the sustainability of Oxford
Nanopore as a business.
This new pricing model aims to bring the Company in-line with
industry peers as it relates to the fleet of larger devices it markets
(GridION, P2 Integrated and P24 models) through offering more
conventional capital purchase schemes to customers, whilst
continuing to allow the flexibility for leasing as appropriate. This new
approach will continue to allow for affordable and accessible
sequencing for Oxford Nanopore customers across the portfolio, but
in particular through the range of smaller devices it markets (MinION
and P2 Solo) and through grant funding for Academics.
In December 2023, the original EGP agreement was revised to
provide greater flexibility to achieve the programme objectives and
reflected both parties desire to refocus on clinical uses of the
platform, that can utilize the platform’s unique benefits of richer and
faster data. EGP revenue in 2024 was £1.8 million and going forward
is not expected to be a material portion of revenue. As such, the
Group will cease reporting EGP revenue separately following these
results. Revenue related to the EGP in 2023 (under the original and
revised agreement) was £12.0 million.
Alternative performance measures
The Group has identified Alternative Performance Measures ("APM"s)
that it believes provide additional useful information on the
performance of the Group. These APMs are not defined within
International Financial Reporting Standards ("IFRSs") and are not
considered to be a substitute for, or superior to, IFRS measures.
These APMs may not be necessarily comparable to similarly titled
measures used by other companies. All adjusted measures are
reconciled to the most directly comparable measure prepared in
accordance with IFRS in note 34 to the consolidated financial
statements.
Directors and management use these APMs alongside IFRS
measures when budgeting and planning, and when reviewing
business performance.
Results at a glance
Year ended 31 December:
2024
£m
2023
£m
Change
reported
Total revenue 183.2 169.7 8.0%
Gross profit 105.4 90.5 16.5%
Gross margin (%) 57.5% 53.3% +420bps
Operating loss (152.3) (168.6) 9.7%
Adjusted EBITDA
1
(116.1) (104.9) (11.2)
Loss for the year (146.2) (154.5) 8.3
Cash, cash equivalents and other
liquid investments
1
403.8 472.1 (14.5)%
1. based on Alternative Performance Measures (see note 34, page 193).
Corporate Governance Financial Statements Further InformationStrategic Report
Oxford Nanopore TechnologiesAnnual Report & Accounts 2024 43
Financial review continued
Geographical trends
The Group aims to make its technology available to a broad range of
scientific users, and currently supports users in more than 125
countries. In some territories the Group works with distributors to
achieve or enhance its own commercial presence.
The Group delivered strong underlying revenue growth in all
regions, led by EMEAI and APAC and driven by new product launches,
new and expanded contracts, and increasing sales team productivity.
The strong and broad-based acceleration across the business in H2
2024 was moderated in part by export control restrictions to China.
Growth across the AMR region was lower than that of EMEAI and
APAC, but the anticipated acceleration in H2 2024 for the AMR region
started as expected. Whilst our confidence that this will continue to
accelerate in 2025 is underpinned by our growing commercial
pipeline across both our existing customer base and new
opportunities, we expect this growth to be somewhat impacted by
changes to Federal funding in the US for institutions such as the NIH,
albeit the materiality of this impact is still uncertain as the situation is
still evolving. In 2024 management estimated that the Group had a
maximum exposure of 10-15% of revenues in 2024 to the NIH.
Underlying AMR revenue grew by 7.0% to £62.5 million in 2024 (2023:
£58.4 million) when stripping out the impact of COVID sequencing.
Underlying growth in AMR was driven primarily by growth in the US
partly offset by lower revenues in Canada.
Underlying APAC revenue grew by 22.1% to £40.2 million in 2024
(2023: £32.9 million) when stripping out the impact of COVID
sequencing. Underlying growth in APAC was driven by large
population genomics programmes in Singapore, Japan, Hong Kong
and Indonesia, and increased revenue in China.
Underlying EMEAI revenue grew by 31.1% to £76.6 million (2023:
£58.4 million) when stripping out the impact of EGP and COVID
sequencing. Underlying growth in EMEAI was driven by new and
expanded contracts delivering strong growth, particularly in the UK
and Central Europe.
Reported revenue is up on 2023 in all regions with strongest growth
in EMEAI and APAC despite the £16 million headwind from the
reduction in EGP and COVID sequencing revenue in 2024.
Revenue by region
AMR 34%
APAC 22%
EMEAI 44%
Underlying revenue by product range
Underlying growth has been strongest across the PromethION
product range, primarily driven by increasing customer flow cell
utilisation. This helped offset softness in the MinION product range,
which declined in the year due to a mix of factors primarily related to
product life cycle management, with the discontinuation of the Mk1C
device and delayed launch of the Mk1D.
Revenue from the PromethION product range, representing all
devices and flow cell sales from the PromethION range, grew 55.8%
to £75.9 million in 2024 (2023: £48.8 million) when stripping out the
impact of EGP. The increase is driven by strong growth across both
PromethION Flow Cell and device revenues. Growth across the
PromethION range was supported by increasing demand from
customers such as Plasmidsaurus in AMR and PRECISE in APAC, as
well as increased utilisation. The utilisation rate for PromethION
devices was up 13% in 2024 compared to 2023 for our larger devices.
Excluding the impact of EGP, utilisation was up 52%. P2 Solo Flow Cell
and device revenue was up 23% in 2024 compared to 2023.
Revenues from the MinION product range, representing all sales of
MinION Flow Cells and devices that run MinION Flow Cells (including
GridION and MinION) reduced by 9.6% to £53.1 million in 2024 (2023:
£58.8million), when stripping out the impact of COVID sequencing.
Growth in GridION device sales was offset by the reduction from the
Mk1C MinION device and lower flow cell revenues. Utilisation rates
across the MinION range of devices remained broadly consistent
year on year, in spite of the headwind from COVID.
On an underlying basis, other revenues, representing kits,
services revenues and other devices grew 18.8% to £50.2 million
(2023: £42.2 million) when stripping out the impact of EGP and
COVID sequencing.
2024
(£m)
2023
(£m)
%
change
PromethION product range 77. 3 59.2 30.6%
Less EGP (1.4) (10.4)
Underlying PromethION product
range
75.9 48.8 55.8%
MinION product range 55.0 63.4 (13.2)%
Less COVID sequencing (1.9) (4.6)
Underlying MinION product range 53.1 58.8 (9.6)%
Other 50.9 47.1 8.0%
Less EGP (0.4) (1.5)
Less COVID sequencing (0.3) (3.3)
Underlying other 50.2 42.2 18.8%
Total revenue 183.2 169.7 8.0%
Less EGP (1.8) (12.0)
Less COVID sequencing (2.2) (8.0)
Total underlying revenue 179.2 149.7 19.7%
Oxford Nanopore Technologies Annual Report & Accounts 202444
Reconciliation of reported revenue to underlying revenue by
geographical region:
2024
(£m)
2023
(£m)
%
change
AMR 63.1 61.5 2.6%
Less COVID sequencing (0.7) (3.1)
Underlying AMR revenue 62.5 58.4 7.0%
APAC 40.4 34.1 18.6%
Less COVID sequencing (0.3) (1.2)
Underlying APAC revenue 40.2 32.9 22.1%
EMEAI 79.6 74.0 7.5%
Less EGP (1.8) (12.0)
Less COVID sequencing (1.2) (3.6)
Underlying EMEAI Revenue 76.6 58.4 31.1%
Total revenue 183.2 169.7 8.0%
Total underlying revenue 179.2 149.7 19.7%
Revenue by customer type
Applied industrial 13%
Clinical 9%
BioPharma 8%
Research &
Government 70%
2024
(£m)
2023
(£m)
%
change
Applied Industrial 23.5 16.6 41.8%
Clinical 17.3 15.4 12.2%
BioPharma 14.9 12.6 17.7%
Research 127.5 125.1 1.9%
Total revenue 183.2 169.7 8.0%
2024 revenues by customer end market (i.e. the end market of the
customer or company buying Group products) was as follows:
• 70% came from Research customers which are funded to research
novel science such as academic research institutes. This category
includes government, public health, grant funding and
distributors. Revenue of £127.5 million was 1.9% above 2023
(£125.1 million);
• 13% came from Applied Industrial customers, which are utilising
sequencing for application in industrial or service settings, e.g.
outsourced Synthetic Biology. Revenue of £23.5 million was 41.8%
above 2023 (£16.6 million);
• 9% from Clinical customers where data may have diagnostic,
prognostic or therapeutic value. Revenue of £17.3 million was
12.2% above 2023 (£15.4 million); and
• 8% from BioPharma customers funded to develop, make, and sell
pharmaceuticals. Revenue of £14.9 million was 17.7% above 2023
(£12.6 million).
Gross margin
Year ended 31 December 2024 2023 Change
Gross margin (%) 57.5% 53.3% 420 bps
Gross margin improved by 420 bps to 57.5% in 2024 from 53.3% in
2023. This margin expansion was predominantly driven by underlying
margin improvements (up 410 bps) mainly across PromethION Flow
Cells and devices, offsetting headwinds from mix (420 bps) and
currency (120 bps). The gross margin in 2023 was negatively impacted
by a number of one-off items, including the adverse performance of the
EGP, the write-off of excess COVID sequencing kits and legacy devices,
and upgrading the compute on large PromethION devices (550 bps).
We remain committed to continual margin improvement across all
products and will continue to invest in manufacturing innovation, to
deliver this goal.
Impact of headcount
Average headcount (FTEs) 2024 2023 % change
Research & development 512 464 10.3%
Manufacturing 158 156 1.3%
Selling, general & administration 645 513 25.7%
Total 1,315 1,133 16.1%
In 2024, the average number of employees across all functions
increased by 16.1%. This increase was predominantly across research
and development and in the commercial and marketing teams. The
research and development headcount increased by 10.3% as the
Group invested in bringing onboard new research and development
staff to support the later stage development activities across its
disruptive platform.
In 2024 the Group’s manufacturing headcount has increased by 1.3%
from 2023. This follows the significant expansion of the team in 2021,
when staff covering all manufacturing stages and processes
expansion were recruited to cater for increased demand from a
growing client base.
The largest increase in the Group’s average headcount took place in the
selling, general and administration functions including legal functions
and corporate executives, with an increase of 25.7%. The significant
expansion of the commercial teams in key geographic regions supports
the Group’s business growth objectives globally. In addition, the
investment in in-field and customer support teams was necessary to
maintain and increase customer loyalty and customer retention.
Post year-end, the Group entered into a targeted restructuring
program, leading to a reduction in the overall workforce of around 5%,
spread broadly evenly across R&D, commercial and corporate areas.
Alongside this reduction in headcount, management has also targeted
non-headcount related savings of around 5%. Management expects to
take a total cash charge of around £6 million in 2025 in relation to
redundancy payments, which will be treated as an adjusting item.
Corporate Governance Financial Statements Further InformationStrategic Report
Oxford Nanopore TechnologiesAnnual Report & Accounts 2024 45
Financial review continued
On an adjusted basis selling, general and administrative expenses in
2024 increased by £32.6 million to £167.2 million (2023: £134.6 million).
The main changes were:
• the total increase in the average headcount in selling, general and
administrative of 25.7%, which was primarily driven by the planned
increase in headcount in the commercial teams (34.4% increase
compared to 2023). Coupled with inflationary pressures of salaries,
this resulted in a £21.3 million increase in payroll costs; and
• an increase in depreciation of £0.2 million to £13.1 million in 2024
from £12.9 million in 2023.
The total share-based payment charge included in selling, general and
administrative expenses decreased by £29.8 million in 2024 to £0.5
million. The reduction was primarily driven by a decrease in the Founder
LTIP charge (from £20.9 million in 2023 to a credit of £6.1 million in 2024).
Adjusted EBITDA
2024
(£m)
2023
(£m)
Loss for the year (146.2) (154.5)
Reconciling items:
Taxation 6.2 4.7
Finance income (14.8) (18.9)
Interest on lease 3.6 2.2
Depreciation and amortisation 43.3 41.6
EBITDA (108.0) (124.8)
Adjusting items:
Share-based payments on Founder LTIP (6.1) 20.9
Employer taxes on pre-IPO share awards (2.7) (0.9)
Impairment of investment in associate 0.7 (0.1)
Adjusted EBITDA (116.1) (104.9)
Adjusted EBITDA losses increased from £104.9 million to £116.1
million. This was primarily driven by increasing operational expenses
associated with the increase in headcount partly offset by a Founder
LTIP credit and a credit relating to employers social security tax.
Balance sheet
2024
(£m)
2023
(£m)
Property, plant and equipment 66.3 49.9
Intangible assets 43.8 32.9
Right-of-use assets 34.9 32.5
Net deferred tax asset 2.6 5.5
Working capital 59.8 84.6
Other assets and liabilities 28.3 21.0
Provisions (7. 2) (13.0)
Cash and cash equivalents and other liquid
investments
403.8 472.1
Lease liabilities (46.0) (41.7)
Net assets 586.3 643.9
Research and development expenses
The Group’s research and development expenditure is recognised as
an expense in the year as it is incurred, except for development costs
that meet the criteria for capitalisation as set out in IAS 38, "Intangible
assets". Capitalised development costs principally comprise qualifying
costs incurred in developing the Group’s core technology platform.
2024 (£m) | 2023 (£m) | % change | |
| Research and development expenses | 98.9 | 103.8 | 4.7% |
Adjusting items: | |||
Employer’s social security taxes on pre-IPO share awards | 0.5 | 0.6 | |
| Adjusted R&D expenses | 99.4 | 104.4 | 4.9% |
| Amortisation of capitalised development costs | (23.7) | (18.4) | |
| Capitalised development costs | 34.7 | 19.5 | |
Total R&D expenses and capitalised development costs | 110.4 | 105.5 | (4.6)% |
The Group’s adjusted research and development expenses reduced
by £5.0 million to £99.4 million in 2024 (2023: £104.4 million). This was
principally due to:
• a 77.7% increase in capitalised development costs to £34.7 million.
This included £18.8 million of staff costs and £15.9 million of
third-party costs. This was partly offset by £5.3 million higher
amortisation costs of £23.7 million for the year. The increase in
capitalised development costs reflects projects reaching an
advanced stage of development and reflecting improvements to
and an expansion in the suite of products offered;
• a 10.3% increase in average headcount leading to a £7.1 million
increase in payroll costs and a £1.2 million increase in materials
and other costs, partly offset by a £3.7 million increase in the
research & development tax credit; and
• there was a further £1.2 million benefit from lower share-based
payments and associated costs.
Overall investment in research and development was £110.4 million
(2023: £105.5 million), an increase of £4.9 million.
Selling, general and administration expenses
2024 (£m) | 2023 (£m) | % change | |
Selling, general and administration expenses | 158.8 | 155.2 | (2.3)% |
Adjusting items: | |||
Share-based payment expense on Founder Long-Term Incentive Plan (LTIP) | 6.1 | (20.9) | |
Employer’s social security taxes on Founder LTIP and pre-IPO share awards | 2.3 | 0.3 | |
Adjusted selling, general and administration expenses | 167.2 | 134.6 | (24.2)% |
The Group’s selling, general and administrative expenses increased
by £3.6 million to £158.8 million in 2024 (2023: £155.2 million).
Oxford Nanopore Technologies Annual Report & Accounts 202446
Key elements of change in the balance sheet during the year
included the following:
Property, plant and equipment
The net book value of property, plant and equipment was £66.3
million at 31 December 2024, an increase of £16.4 million over 31
December 2023. This has been driven primarily by the net book value
of assets subject to operating leases of £34.7 million, an increase of
£7.0 million over 31 December 2023; this included the purchase of
NVIDIA’s A-series on new PromethION devices.
Intangible assets
Intangible assets of £43.8 million at 31 December 2024 increased by
£10.9 million from £32.9 million at 31 December 2023 as a result of
additional projects having passed through the capitalisation criteria
in the year.
Right-of-use assets
During the year right-of-use asset additions were £8.6 million (2023:
£12.0 million), resulting in a net book value at 31 December 2024 of
£34.9 million (2023: £32.5 million). As at 31 December 2024, the
outstanding balance sheet liability in respect of the right-of-use
assets was £46.0 million (2023: £41.7 million).
Working capital
The working capital balance of £59.8 million (2023: £84.6 million)
predominantly reflects inventory of £99.5 million (2023: £101.5
million), trade and other receivables of £62.7 million (2023: £61.5
million) and trade and other payables of £102.3 million (2023:
£78.4 million).
The reduction in working capital was due primarily to increased trade
and other payables due to higher accruals up £12.6 million, higher
contract liabilities up £5.5 million, and higher trade payables up £6.1
million.
Inventory of £99.5 million at 31 December 2024 decreased by £2.0
million from £101.5 million at 31 December 2023. This was driven
primarily by a reduction in MinION Flow Cell, Kits and GridION
inventory, partly offset by an increase in PromethION Flow Cell
inventory.
Provisions
Provisions of £7.2 million at 31 December 2024 (2023: £13.0 million),
primarily related to a provision for employer social security taxes on
share awards of £4.7 million (2023: £9.9 million). The provision is
estimated at each reporting period with reference to both the
expected number of awards vesting and their expected value, using
the share price at the reporting date. The release of the provision
during the year was reflective of the reduction in share price from
£2.08 at 31 December 2023 to £1.29 at 31 December 2024.
Cash flow
Cash, cash equivalents and other liquid investments were £403.8
million at 31 December 2024, a decrease of £68.3 million from 31
December 2023 (see note 34). This was comprised of cash and cash
equivalents of £199.5 million and investment bonds less fair value
gains of £204.3 million.
There was a net cash outflow of £109.9 million from operations (2023:
outflow of £137.3 million). The main reasons for this were as follows:
• increase in working capital of £1.8 million included an increase in
inventory and assets subject to operating leases of £21.2 million
and a increase in receivables of £1.8 million, partly offset by a
increase in payables of £21.2 million. Excluding assets subject to
operating leases, working capital would have decreased
£18.7 million;
• in the second half of the year the Group entered into a new
arrangement with a third-party firm to provide customers with
financing options to fund capex purchases in certain markets,
which could potentially help alleviate the financial burden on
Oxford Nanopore from leasing devices directly. Alongside this
initiative, the Group released an update to its business and pricing
model in February 2025 with the aim of increasing simplicity and
transparency for customers whilst improving the sustainability of
Oxford Nanopore as a business;
• these changes align the Group with industry peers by offering
more conventional capital purchase schemes to customers,
alongside flexibility for leasing as appropriate through financing
partners or direct, whilst maintaining affordable and accessible
sequencing through its range of portable devices;
• adoption of this service or if Oxford Nanopore customers choose
to purchase devices direct (rather than lease) could benefit future
cashflows through reducing the investment required in placing
assets with customers (£20.6 million in 2024).
Alongside this, the Group remains in active discussions with third
party firms over the potential sale and leaseback of Oxford Nanopore
owned assets at customers to release invested capital to the Group
as and when required.
Net cash inflows from investing activities of £15.0 million (2023:
outflow of £61.8 million) included:
• the proceeds from the sale of other financial assets of £54.2
million; and
• interest received of £9.5 million.
Partly offset by:
• the purchase of property, plant & machinery of £13.9 million; and
• the spend on capitalised development costs of £34.7 million.
Net cash inflows from financing activities of £73.6 million (2023:
£64.7 million) included:
• net proceeds from issues of shares of £80.9 million, mainly relating
to the £80.0 million equity placing.
Partly offset by:
• lease and interest payments of £7.3 million.
Outlook
2025 has started well and in line with guidance. Whilst the
uncertainty caused by geopolitical instability remains high the
demand for our products remains strong as customers within both
established and new end-markets see the intrinsic value of the
Oxford Nanopore Technologies sensing platform within their own
workflows. Alongside strong top line growth we see the opportunity
for further gross margin improvement and continued focus on cost
discipline that is set to continue over the medium term and deliver
significant operational leverage.
With a strong balance sheet, further enhanced by the £80.0 million
placement in 2024 and recent changes to our pricing model,
alongside continued focus on working capital, we are well funded to
deliver against our medium-term targets of adjusted EBITDA
breakeven in 2027 and cash flow breakeven in 2028.
Corporate Governance Financial Statements Further InformationStrategic Report
Oxford Nanopore TechnologiesAnnual Report & Accounts 2024 47
At Oxford Nanopore, we are committed
to innovating and growing in a sustainable
way that honours our core values even
as we maintain our cutting-edge
technology advantage.
Advancing biological sciences, human and environmental
health and improving food and agricultural outcomes are
consistent with and enabled by our product and our business
model. And yet, we recognise that a commitment to
sustainability and positive impact must extend through every
facet of our business, from our product to our footprint
and our team. In 2024, we continued with our sustainability
strategy focused on the three areas of product, people,
and planet, in which we set clear targets to hold ourselves
accountable to the highest sustainable standards that will
help guide us as we enter this next phase of growth.
Our
sustainable
impact
Sustainability
Oxford Nanopore Technologies Annual Report & Accounts 202448
CEO’s statement
Our aim is to keep building a business
that generates broad, lasting benefits
for people and the planet, grounded in
technology that expands the frontiers
or possibility in research and clinical
settings"
Dr Gordon Sanghera, CBE
Chief Executive Officer
At Oxford Nanopore, we are dedicated to innovation
and sustainable growth, upholding our core values while
maintaining our leading technological advantage. Over the
past year, we have further reinforced our commitment to
harnessing cutting-edge technology while staying true to the
principles that have guided us from the start. As we expand
globally, we remain steadfast in aligning our impact with
responsible and ethical practices.
We have always believed that advancing biological sciences, human
and environmental health, and improving food and agricultural
outcomes must go hand in hand with sound sustainability
principles. This year, we have deepened our engagement with our
sustainability strategy, focusing on Product, People, and Planet.
Building on our previous materiality assessment, we have refined
our targets and accountability measures, ensuring that our actions
stay aligned with the most pressing environmental and social
priorities facing our planet.
Since founding Oxford Nanopore, we have been driven by a vision
to enable anyone, anywhere to analyse anything using our new
generation of molecular sensing technology. Over the past decade,
we have continually refined our multi-omics sequencing platform,
reducing barriers to adoption while improving performance.
The result is a set of tools that empower researchers to address
some of the world’s greatest challenges, from infectious disease
surveillance to plant and animal conservation. Our MinION devices
remain a cornerstone of accessible sequencing, helping us make
genetic insights more widely available.
We are inspired by the remarkable contributions of our global
user community, who have now collectively published over 14,000
peer-reviewed papers featuring nanopore sequencing. Even as
these applications grow, we remain committed to doing business
responsibly. In June 2024, we published our second Sustainability
Report, which charts our ongoing efforts to minimise
environmental impact. Having surpassed our 2023 carbon intensity
reduction target, we remain committed to further reductions in
2024 and have set even more ambitious goals for 2025 and beyond,
as outlined in our updated Net Zero Transition Plan. We are focused
on reducing our emissions further, and we are continuing to
enhance our Task Force on Climate-related Financial Disclosures
("TCFD") reporting to provide clearer insights into the
climate-related risks and opportunities for our business.
Our people remain at the heart of everything we do. We are
immensely proud of our dynamic, interdisciplinary team and are
committed to fostering an inclusive and supportive culture that
attracts, develops, and retains the very best talent. A resilient
and diverse workforce is essential to long-term sustainability, as
innovation thrives in environments where people are empowered,
engaged, and supported. This year, we have deepened our
investment in talent development, diversity, and wellbeing
initiatives, recognising that a strong, motivated team underpins
not just our success, but also our ability to drive meaningful
scientific and environmental impact.
Looking ahead, we will continue embedding sustainability
throughout our practices, from product innovation through to
operational practices. In this 2024 Annual Report, we share the
progress we have made, alongside the challenges we aim to
address in the years to come. Our aim is to keep building a business
that generates broad, lasting benefits for people and the planet,
grounded in technology that expands the frontiers of possibility
in research and clinical settings.
Thank you for your continued support and partnership.
Together, we will keep championing science that improves our
world while upholding the highest standards of social and
environmental stewardship.
Dr Gordon Sanghera
Chief Executive Officer
Corporate Governance Financial Statements Further InformationStrategic Report
Oxford Nanopore TechnologiesAnnual Report & Accounts 2024 49
Sustainable impact highlights
Product
Planet
We continued to design and support a transformative technology
platform that empowers people to answer biological questions.
63%
Continued to see improvements in the tonnes of used products
returned to us, an increase of 63% on FY23.
73%
73% of packaging sourced from recycled materials of which 57%
were from renewable sources.
>
3x
We were able to reuse over three times the number of recycled
flow cells in 2024 than in 2023 for external customers.
57%
Increased the coverage of our supplier risk assessments
from 43% to 57% of our total spend.
We hosted London Calling 2024, an ISO 201201-accredited event
which enabled a diverse array of scientists across a breadth
of research areas to network and share their research using
Oxford Nanopore sequencing.
Our near-term and net-zero
targets were validated by
the SBTi, showing Oxford
Nanopore’s commitment to the
UK’s own net-zero ambitions.
An ESOS Action Plan was
developed and implemented,
identifying key areas to improve
energy efficiency and achieve
cost savings. These included
upgrading to more efficient air
conditioning and heating
systems, expanding LED lighting
installations, and activating
Power Factor Correction, with
the added benefit of cost savings
over time.
Oxford Nanopore Technologies Annual Report & Accounts 202450
People
Several notable Values in Action initiatives delivered in FY24 from
the Social & Community pod, Environment pod and Wellbeing pod.
2,608
Doubled the number of internship applications this year to 2,608 applications.
Further enhancements made to our EcoOnline EHS system, including
implementation or trials of training, documents, checklist and lone
working modules.
Engaged with iGEM to create a formal offering to support university and high
school teams as part of the iGEM Competition, the biggest synthetic biology
competition in the world.
23,192
23,192 total training hours. This includes 6,365 hours dedicated to mandatory
training assigned by the organisation, with the remaining hours spent on
professional development courses and technical training.
344
344 unique employees completed a My Mastery or Manager Mastery
Programme, accumulating a total of 3,142 hours of instructor-led training
for delegates.
66
A total of 66 senior leaders joined an Evolving Leaders cohort representing
1,898 programme (module) hours and 131 coaching hours.
Continuation of IOSH Managing and Leading safely training programmes.
10%
We successfully reduced Scope 1 & 2 tonnes
of CO
2
e per £m revenue by 10% in 2024,
beating our target of 2.5% reduction.
Installed external UV window film on
our Gosling building to improve energy
efficiency as part of our newly developed
ESOS action plan.
119
Achieved further expansion of genomic
resources for endangered species, with 119
genomes for IUCN Red List species now
complete as part of ORG.one program.
Corporate Governance Financial Statements Further InformationStrategic Report
Oxford Nanopore TechnologiesAnnual Report & Accounts 2024 51
Our sustainable strategy
Our mission is to empower people to explore and answer biological
questions with our transformative technology platform. Creating
positive, lasting impact is at the core of what we do. Alongside our
company strategy, in 2022 we launched our sustainability strategy
as part of our commitment to apply a sustainability-embedded mindset
to our entire value chain, from our products to our team and to our
global footprint.
Materiality assessment
Product
10 Biomedical ethics
11 Product responsibility
(Environment & Social)
12 Product quality & safety
13 Access & impact
14 R&D innovation
People
5 Cybersecurity/IP & data
protection
6 Talent & career
management
7 Ethical conduct &
compliance
8 Opportunity & belonging
9 Health, safety & wellbeing
Planet
1 Climate change including
emissions and energy
management
2 Resource efficiency,
Packaging and circularity
3 Waste management
4 Responsible sourcing
Impact on Oxford Nanopore
LOW
HIGH
HIGH
Influence on Stakeholders
11
12
10
9
6
8
7
2
3
4
1
5
13
14
In 2023, we completed a
materiality assessment to
determine the Company’s key
sustainability issues. The
results of the assessment have
provided guidance on what
areas should be prioritised for
measurement and disclosure
in reporting. The results
continue to be applicable for
FY24 as there have been no
major changes to our business
model and operations. See
results in the matrix opposite:
Oxford Nanopore Technologies Annual Report & Accounts 202452
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Product
Strategy pillar 1:
Accessibility & impact
Design our business and innovate our products to increase
accessibility within the broader scientific communities who
are driving solutions to global challenges in health, food and
the environment.
Strategy pillar 2:
Sustainable innovation
Continuous innovation of our technology through creative and
flexible approaches to maintaining our competitive advantage
without sacrificing our core values.
People
Strategy pillar 3:
Inclusivity & wellbeing
Promote a culture that is inclusive, embraces diversity and
prioritises the development of our people and their wellbeing.
Planet
Strategy pillar 4:
Responsible scaling
Maintain high growth in a responsible way by protecting
the planet through energy efficiency and ensuring that our
commitment to sustainable practices extends beyond our
internal operations and distribution to encompass our entire
value chain.
Oxford Nanopore TechnologiesAnnual Report & Accounts 2024 53
Corporate Governance Financial Statements Further Information
Strategic Report
Our commitments
Guiding principle
Design our business and innovate our products to increase
accessibility within the broader scientific communities who
are driving solutions to challenges in health, food, and
the environment.
Commitments
• Continue to establish global support and logistics to fulfil our
mission to enable anyone, anywhere to use Oxford Nanopore
products, building on progress made to date.
• Continue to iterate on product design to develop smaller,
easier to use, and lower cost formats to enable more people
in broader communities to use this technology.
• Strengthen our relationships and collaborations within
the education landscape, utilising these examples to
showcase student research impact across demographics
and geographies.
• Develop a best-in-class customer experience throughout our
customer journey, across customer types and use cases.
Related sustainable development goals (SDGs)
With a goal to increase access to genomics and optimise for positive,
global impact, we have designed our business model and innovated
our products to broaden accessibility for global scientific communities
who are driving solutions to challenges in health, food, and the
environment. Our vision is to put these tools directly into the hands
of existing scientific communities, so that researchers no longer need
to rely on external partners to perform their experiments.
Accessibility
The cost, size and complexity of legacy sequencing technologies
have historically made genomic insight inaccessible to much of the
world and have resulted in imbalances towards the most developed
countries. We have brought solutions to the market that increase
access to high-quality sequencing. Our products are easy to use and
portable, making nanopore sequencing technology accessible to
anyone, anywhere. Accessibility at Oxford Nanopore also involves
disrupting access to technology within hierarchical institutional
structures in wealthier economies. Traditional academic research
funding and even commercial sequencing mechanisms have been
centred around a small number of expert institutions, with
researchers traditionally sending their samples through these
central laboratories. This often causes significant time delays,
removing the ability for real-time insights and rapid trial and error,
which is useful in the scientific process. Oxford Nanopore technology
removes the need for this centralised processing, enabling rapid,
high-throughput insights to help answer whatever the scientific
question, however capitalised the investigator. We have been proud
to play a part in a changed market dynamic as researchers are
increasingly able to take control of their own sequencing.
Impact
Oxford Nanopore technology is positioned to provide solutions to
many of the world’s greatest challenges. Scientists continue to use
our technology in more traditional laboratory environments in
universities, industry or government facilities, but many are also
expanding the reach of science by sequencing in new environments
such as jungles, deserts, in the Antarctic and on the International
Space Station. Our technology provides a more comprehensive
insight into genomics with the ability to read short-to-long fragments
of DNA, as well as being able to look directly at the individual bases
that make up DNA and RNA in a way not possible using other
sequencing technology. As a result, a new generation of research
is pushing biological science further than previously possible.
Sustainable products
STRATEGY PILLAR 1:
Accessibility & impact
Sustainable innovation has been key to developing a product line that fulfils
our mission to increase global access to genomic information, while minimising
our environmental impact.
Our sustainable impact
Oxford Nanopore Technologies Annual Report & Accounts 202454
Product
Impact Why is this important?
Impact in
biomedical
research and
human health
Infectious disease: rapidly understanding
the genomic sequence of pathogens can
identify the disease and any drug-resistance
characteristics. Oxford Nanopore products
rapidly characterise pathogens, on demand and
in environments near the sample.
Lower respiratory tract infections remain the fourth most common
cause of death. Infectious diseases including tuberculosis, viral
hepatitis, rare disease and sexually-transmitted infections were
forecast to kill an estimated four million people in 2020 (World
Health Organization: December 2020).
Human genetics: from discovery of new drug
targets for various diseases, to understanding
the cause of rare disease and characterising
tissue for rapid transplants, the impact of
comprehensive genomic insights is broad.
It is estimated that 5.3% of newborns will suffer from a genetic
disorder and 34% of all disease-causing variation is made up
of variants that are larger than a single base-pair substitution,
making long sequencing reads vital.
Cancer: DNA/RNA is altered in cancer.
Understanding those changes can help design
best treatment pathways and identify new drug
candidates. Oxford Nanopore products provide
the most comprehensive characterisation of
cancer DNA, including methylation (chemical
modification of the DNA), and ‘liquid biopsy’
samples that identify cancer markers directly
from blood and other bodily fluids.
Worldwide there will be 28 million new cases of cancer each
year by 2040.
Food security
and agriculture
Genomics can help grow a more efficient crop/
livestock, reduce food spoilage and enable
quality assurance. Oxford Nanopore products
provide accessible, high-performance analyses
to users in broad environments.
Around 795 million people face hunger daily and more than
two billion people lack vital micronutrients, affecting their health
and life expectancy. 30% of food production is lost to pests
and pathogens.
Environment
Oxford Nanopore products are enabling
researchers to find out quickly, and often
in situ
,
if a species is endangered and how to support it.
Our products also help to further knowledge of
changing environments such as the ocean
microbiome.
Three quarters of the land-based environment and roughly 66%
of the marine environment have been significantly altered by
human actions and one million species are now threatened with
extinction. Loss of biodiversity is therefore shown to be not only
an environmental issue, but also a developmental, economic,
security, social and moral issue as well.
Corporate Governance Financial Statements Further InformationStrategic Report
Oxford Nanopore TechnologiesAnnual Report & Accounts 2024 55
STRATEGY PILLAR 2:
Sustainable innovation
Our commitments
Guiding principle
Continuous innovation of our technology through creative and
flexible approaches to maintaining our competitive advantage
without sacrificing our core values.
Commitments
Minimise the environmental impact of our product packaging by:
• Further investing in recyclable materials and packaging, aiming
to continue to improve our packaging by moving up the waste
hierarchy and/or by improving the percentage of recycled
material. Ensure all recycled packaging states it is made of
recycled content and includes the material symbol where feasible.
• Improving the processes and systems for recording packaging
to ensure scope and boundary is consistent and data/measures
are accurate.
• Compiling SKU data on all packaging weights by types and
material component and continuing to reduce SKU packaging
variability to reduce packaging waste.
• Minimising packaging weight, while ensuring the protection
of the product.
• For sub-components, using reusable packaging for transport
where feasible.
• If using plastics, selecting those that are recyclable.
• Strengthening our supply chain by identifying opportunities to
replace disposables with reusables in all points of the value
chain.
Resource efficiency and materials
We are committed to conducting our operations and producing
our devices in the most sustainable and resource-efficient manner
possible. We have focused on internal processes, switching the
packaging material in our distribution process, as well as increasing
circularity in the life cycle of our products. We are constantly
reviewing and optimising our manufacturing processes and use
of materials to reduce our environmental impact.
Due to the design of our products, we are able to recycle them and
maximise the circularity of raw materials, if they are returned to us. In
2024, 14 tonnes (11.2 tonnes of devices; 2.8 tonnes of consumables)
were returned to us, a year-on-year increase (63% increase on FY23).
PromethION and MinION Flow Cells are able to be reused directly
and our ratio of flow cells returned to shipped improved from 32%
in 2023 to 68% in 2024. We were then able to return these back to
customers for reuse. We returned over 20% more MinION and over
300% more PromethION disposable flow cells than returned in 2023.
This increase includes the effect of improving our processes
to reduce a backlog from 2023.
Boosting innovation
We continue to integrate sustainability into our product design and
delivery as new materials and components become available. We
consider and respond to environmental issues throughout every
stage of our product lifecycle, and our high-efficiency products play
a role in helping the economy move to a low-carbon future.
Packaging
To ensure our packaging is as recyclable and sustainable as possible,
starting in 2017, we began insulating our products with Woolcool
®
,
a recyclable cardboard container with a wool-based insulator to
keep products at the required temperature without the need for
polystyrene. In 2024, we continued to insulate our products with
Woolcool
®
and make best use of Credo Boxes (reusable iceless
insulating containers) resulting in a reduction in plastic use of
13.1 tonnes. Overall, in 2024 across all our products and services,
we were able to source 89 tonnes (73%) of packaging from recycled
materials of which 69 tonnes (57%) were from renewable sources
(made from a natural resource that can be replenished). Values from
2023 were 72% and 56% respectively.
Our reagent kits are suitable for ambient or cool shipping. This
enables them to be shipped alongside our consumable flow cells and
reduces the number of parcels required to ship compared to other
technologies that have to ship their consumables and reagents
Our sustainable impact continued
Product
Oxford Nanopore Technologies Annual Report & Accounts 202456
separately. This reduces transport fuel consumption and costs.
Product quality and safety
Oxford Nanopore is committed to providing high quality products.
We have a Quality Management System in place, which was certified
to ISO 9001:2015 at year end, covering approximately 10% of our
product SKUs. There have been no product recalls regarding
compliance or safety issues in the current or last two fiscal years. Our
Quality Policy outlines our commitment to:
• Meet and exceed customer expectations by delivering high-quality
products and services
• Maintain compliance with applicable external regulations and
standards
• Ensure through quality system feedback processes that the voice
of the customer (internal and external) is heard throughout the
organisation so opportunities for improvement are identified and
acted upon
Monitoring of product safety performance is undertaken in line with
post market surveillance requirements required by local regulations.
This takes all post market information available to the Company and
examines it for signs of safety and performance signals.
Biomedical ethics
Oxford Nanopore is committed to promoting and conducting
research involving human samples or data in accordance with all
applicable laws and regulations, and in line with the highest standards
of ethical conduct. Oxford Nanopore does not support the use of
its technology for purposes that may deliberately or illegally harm
human health or otherwise deliberately infringe on human rights, for
example for the creation of biological weapons or deliberate ethical
misuse of genomic data. Oxford Nanopore employees should not
engage in research that supports any such uses.
The Company has developed an ethics policy that sets out Oxford
Nanopore’s approach to ethical conduct within research involving
human samples and/or data. To hold itself accountable, the Company
has several governing bodies in place to ensure adherence to the
policy, including:
• A designated Ethics Committee, which oversees all matters
relating to the conduct of ethical research within Oxford
Nanopore. The committee meets a minimum of twice yearly,
with additional meetings scheduled as needed.
• The Human Physical Sample Committee reviews projects involving
human samples and approves commencement of projects
involving the acquisition and use of human samples within the
Company based on review of information provided by the project
team in relation to relevant policies.
• The Board of the Company is responsible for ensuring that Oxford
Nanopore has appropriate technical and organisational measures
in place designed to enable compliance with this policy.
Responsible sourcing
Our commitment to sustainable practices extends beyond our
internal operations and distribution, to encompass our entire
value chain. Oxford Nanopore seeks to work with worldwide
suppliers who operate under principles that are similar to
Oxford Nanopore’s business conduct and ethics standards.
All suppliers must comply with the laws governing such suppliers
and apply the United Nations Guiding Principles on Business
and Human Rights to all business operations.
Supply chain code of conduct
Oxford Nanopore has a Supply Chain Code of Conduct in place and
a robust, risk-based approach to managing ESG within our supply
chains. It is important that Oxford Nanopore works with suppliers
who have a consistent set of ethical standards and who conduct
business legally, fairly, and with integrity. All suppliers must comply
with the laws of applicable legal systems and conform to the United
Nations Guiding Principles on Business and Human Rights in all their
business operations. We are dedicated to engaging with suppliers
who uphold high ethical standards, prioritise environmental
stewardship and embrace social responsibility.
Our supply chain risk monitoring system, using a third-party
software, automates several elements of the supplier audit process,
allowing us to cover more suppliers than a manual process. We
obtain substantial supplier data across both environmental and
social factors, including whether there have been breaches of our
environmental requirements. In 2024, we continued to conduct
thorough risk assessments of our global key suppliers, which
comprised 57% of our total spend (an increase from 43% in FY23).
The environmental compliance aspects included a deep dive on
ISO14001 certification and controls to avoid environmental breaches.
Social factors assessed include Supply Chain Responsibility, Quality
Management and Health & Safety. Both new and existing suppliers
are included in this assessment.
Our Supply Chain Engagement programme supports our progress
towards our net-zero commitments and science-based targets. We
aim to assist our suppliers in developing and improving their own
environmental monitoring and improvement processes to drive
decarbonisation in our supply chain.
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Oxford Nanopore TechnologiesAnnual Report & Accounts 2024 57
People
Building an inclusive culture that supports the health, wellbeing and development
of our people is a key driver to the success of our business.
Our commitments
Guiding principle
Promoting a culture which is inclusive, embraces diversity and
prioritises the development of our people and their wellbeing.
Commitments
• Continue running events through our Values in Action
community which, as we move into 2025, will play an integral
role in supporting initiatives to embody and embed the
planned evolution of our organisational values as “cultural
cornerstones”.
• Continue to strengthen the skills of our employees through
ongoing customised learning and development. Bespoke
training solutions will be devised and delivered for several
teams needing to focus on key skills and build collective
performance.
• Improve EHS resources, implementing additional modules,
including documents, training, and checklists, which will
enhance the value of the database as a one-stop EHS portal
for Oxford Nanopore.
• Begin to align our EHS programmes with the international
standards for the environment (ISO 14001) and occupational
health and safety (ISO 45001) in 2025.
Related sustainable development goals (SDGs)
Health and safety
Health and safety is of paramount importance to us as a responsible
employer. We strive to safeguard the health, safety and wellbeing of all
our employees, visitors and contractors. Our EHS Policy sets out our
arrangements for Health and Safety, with the Board having ultimate
responsibility and accountability. The EHS policy is reviewed once
every year and the EHS Steering Committee meets at least twice per
annum. Leaders at all levels of the organisation have been trained and
are required to communicate Oxford Nanopore’s health and safety
expectations and ensure appropriate resources are provided to
achieve a high health and safety performance standard. All employees
are responsible for their health and safety through compliance with
Oxford Nanopore’s EHS policy, procedures and EHS performance
expectations.
Safety first
Oxford Nanopore is in the process of developing an EHS
management system, and we are continuing to align our EHS
programmes with the international standards for the environment
(ISO 14001) and occupational health and safety (ISO 45001) with an
objective to begin the certification process in 2025. We provide all of
our employees with health and safety training, including general and
role-specific EHS training. General training includes EHS induction
(individual and laboratory), manual handling, ergonomics, and fire
and evacuation procedures. Employees are also given specific
training based upon their role, such as managerial responsibilities
and accountability awareness, best laboratory practices, first aid
and fire marshal training.
STRATEGY PILLAR 3:
Inclusivity & wellbeing
Our sustainable impact continued
Oxford Nanopore Technologies Annual Report & Accounts 202458
Safety performance
We are committed to preventing occupational accidents, diseases
and illnesses to ultimately achieve an accident-free workplace.
Health & Safety hazards are identified and associated controls
enacted; the process is documented and disseminated through
formal risk assessments. Health and Safety metrics are recorded
using a cloud-based EHS management system EcoOnline and
we actively encourage the reporting of injuries, incidents,
improvement suggestions, near misses and hazards.
There have been no fatalities of employees or contractors in FY24
and in all prior years.
Our Lost-Time Incident Rate (LTIR) was 0.12 in FY24 (FY23: 0),
representing two lost-time injuries recorded in 2024. Our LTIR is
defined as total number of lost-time incidents in a year, divided
by the total number of hours worked, multiplied by 200,000.
We define a lost-time incident as an incident that occurs when
a worker sustains a lost-time injury that results in time off from
work, or loss of productive work. As a result of these incidents, we
have increased our focus on ergonomic issues and design across
the business. In FY24, we had no RIDDOR incidents (Reporting
of Injuries, Diseases and Dangerous Occurrences) making our
RIDDOR rate 0. These metrics cover all employees and
contractors.
Health and wellbeing
We believe that our employees’ wellbeing is a critical component
of the Company’s success. Both physical and mental wellbeing are
of importance to us, and we take steps to proactively assist all our
employees. We aim to make sure that we provide them with the
support they need to stay healthy and to have easy access to help,
advice, and treatment when they may need it. We have various
programmes and provide a range of benefits to support their
health and wellbeing including private medical insurance and an
Employee Assistance Programme (EAP). The EAP is an employee
benefit designed to help employees deal with personal and
professional problems which could be affecting their home or
work life, health and general wellbeing. We consistently review the
range of support we provide and to continue our focus on mental
health, with 31 active mental health first aiders at the end of 2024.
Corporate Governance Financial Statements Further InformationStrategic Report
Oxford Nanopore TechnologiesAnnual Report & Accounts 2024 59
Our sustainable impact continued
Our people
Our people believe in the purpose and vision of Oxford Nanopore.
Effective engagement aligns employees with our strong culture and
core values, ensuring everyone works together towards a shared
vision. We look after our employees, support their training and
development, recognise cultural differences, respect their human
rights and promote a fair working environment with equal
opportunities for all.
Engagement
It is important to us that we engage with our employees. In 2022,
we launched the Values in Action (ViA) programme, a framework
to create a pathway to optimise engagement and offer everyone
in the Company the chance to contribute. In 2024, the ViA pods
gathered monthly to gather input and drive their initiatives, resulting
in three notable initiatives delivered in 2024.
1. The Social & Community pod piloted a volunteering project
in Harwell, with a view to establish a process and criteria for
expansion of volunteering opportunities globally.
2. The Environment pod collaborating with colleagues in EH&S
supported the roll-out of a recycling initiative on the Oxford
Science Park buildings, as well as provision of a bike repair
station to promote cycling to work.
3. The Wellbeing pod, in collaboration with the Group Reward
Team, planned and hosted a week of awareness, in celebration
of World Wellbeing Week. Practical yoga, meditation and
neuro-science-led Physical Intelligence sessions were
complimented with educational health seminars, highlighting the
holistic range of benefits on offer for colleagues in each region.
Our diversity commitments
• Creating an environment in
which individual differences
and contributions are
recognised and valued
• Providing a working
environment that promotes
dignity and respect for all,
where no form of intimidation,
bullying or harassment
is tolerated
• Providing training,
development and progression
opportunities for all
• Understanding equality
in the workplace is good
management practice
• Reviewing all our employment
practices and procedures to
ensure fairness
• Reviewing our recruitment
practices to ensure they are
fair, consistent and free from
unconscious bias
• Full support of this policy
by senior management
• Monitoring and reviewing
this policy annually
• Having clear procedures that
enable candidates for jobs
and employees to raise a
grievance or make a complaint
if they feel they have been
unfairly treated
• Treating breaches of our
equality and diversity policy as
misconduct which could lead
to disciplinary proceedings
People
Opportunity and belonging
At Oxford Nanopore, we actively recruit people from diverse
backgrounds with varied experience and perspectives, who truly
reflect the global scientific community we serve. Diversity is reflected
across our entire business practice; there are currently 63 different
nationalities employed at Oxford Nanopore. Our ambition is to
build and maintain a diverse, equitable, and inclusive culture in the
workplace and across Oxford Nanopore’s value chain. We value
people as individuals with diverse opinions, cultures, lifestyles, and
circumstances and believe in equality of opportunity, following
practices which are free from unfair and unlawful discrimination.
We are committed to creating a supportive and inclusive
environment where respect and understanding are fostered, and
the diversity of both people and perspective is positively valued.
Oxford Nanopore has an Equality and Diversity Policy in place,
applicable to all employees. The Board has overall responsibility
for this policy. We have clear procedures in place that enable job
candidates and employees to raise a grievance or make a complaint
if they feel that they have been unfairly treated.
Oxford Nanopore Technologies Annual Report & Accounts 202460
Talent and career management
Our goal is to attract, develop, and retain talent at Oxford Nanopore,
as well as inspire and nurture the next generation of scientists
through provision of accessible technology and educational support.
To strengthen these efforts, we conduct a number of internal and
external programmes. The Nomination Committee is responsible for
ensuring that appropriate talent development programmes are in
place to maximise the potential of our employees. We have worked
to maintain a culture that incentivises and rewards excellence, while
encouraging long-term relationships with Oxford Nanopore, resulting
in our low attrition rates over the years. In 2024, our attrition rate
was 10.27% (2023: 8.03%). Voluntary employee turnover was 9%.
Training
We are committed to offering training for all levels, providing
opportunities for our employees to engage in lifelong learning.
A range of training was completed by our teams including:
• Mandatory technical training and team learning (1,519 hours)
• Continuous improvement capability through two Six Sigma
cohorts (1,664 hours)
• Sales and Commercial skills through the Challenger programme,
New Hire training and E-Learning Platforms (7,383 hours)
• Specialist training through AWS and our Global IT function (156 hours)
• Logistics and Global Supply Chain training (680 hours)
In 2024, 100% of employees completed mandatory training courses
to ensure compliance across the organisation. A training calendar
was shared to provide clear visibility and ensure all courses were
scheduled and tracked.
Career development
Career development and specifically the development of leaders
within Oxford Nanopore is important to us and we are committed
to offering and promoting career development opportunities.
During the year, the Group partnered with its external providers to
develop the Mastery programme of content and introduced a new
management development programme, Evolving Leaders. The
Evolving Leaders programme was designed to enhance management
capability within the Group’s leadership community. During the year,
a total of 66 senior leaders joined an Evolving Leaders cohort (with
a further 27 registering to commence in 2025), representing 1,898
programme (module) hours and 131 coaching hours.
Selection Excellence was another new module introduced in 2024
to enhance management’s skills in recruitment. Through insightful
content and role play, the training covered different recruitment laws
and cultures to provide consistent quality to both candidate and
hiring manager experience.
Internships and apprenticeships
Our core intern programme runs from April each year and
accommodates up to 22 science undergraduates/postgraduates for
3-to-12 month placements. An additional five interns are placed for
12 months each in our Corporate Functions. In 2024 we carried out
a cohesive campaign promoting Equality, Opportunity and Belonging
and improving candidate experience, including extensive recorded
marketing collateral on our Early Careers pages within the
Company website.
We created a community through a variety of activities, some
before they even joined us. During their time on the programme,
they enjoyed access to learning content and a fireside careers
talk with our CEO, Dr Gordon Sanghera, and senior engineer,
Dr Emma Walton. The intention is to build an intern community
where onboarding, social activities and personal development
opportunities are promoted during their placements and a
talent pipeline created to attract candidates to return for
permanent opportunities.
We have worked to maintain a culture that
incentivises and rewards excellence, while
encouraging long-term relationships with
Oxford Nanopore.”
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Oxford Nanopore TechnologiesAnnual Report & Accounts 2024 61
Planet
I mean, you'd hope tOur sustainable impact continued
We believe that high growth does not need to come at the expense of the planet – and we are
committed to scaling responsibly by making choices that protect our environment.
Our commitments
Guiding principle
Maintain high growth in a responsible way by protecting the
planet through energy efficiency and ensuring that our
commitment to sustainable practices extends beyond our
internal operations and distribution to encompass our entire
value chain.
Commitments
• Repeating our target to reduce the tonnes of Scope 1 and 2
CO
2
e emitted per £m revenue by 2.5% again in 2025
• Continue to work with all suppliers on core ESG Governance,
ensuring that all key suppliers (covering 57% of total spend)
meet our ESG standards on human rights, environmental
protection, health and safety, compliance and more
• Align our ESG Governance in supply chain with best practice
of the UN Global Compact
• Continue developing our Supply Chain Engagement
programme and working with our suppliers to enhance their
environmental sustainability.
• Use the waste hierarchy to assess, and where feasible,
implement projects to further enhance waste management
practice across the organisation
• Increase the range of materials recycled year on year at our
Oxford and Harwell sites managed by AXIL-IS
Related sustainable development goals (SDGs)
Responsible scaling
At Oxford Nanopore, our products contribute to research designed
to analyse, assess and develop solutions and strategies to address
the impacts of climate change that affect us all globally. We are
committed to protecting the environment and reducing our impact
within all our operations. We are adapting to, and mitigating against,
climate change risks and impacts, through commitments to improved
efficiencies throughout Oxford Nanopore’s operations, including in
our buildings and value chain. Our commitment to transparency
includes the disclosure of our carbon emissions and reporting
against the Task Force on Climate-Related Financial Disclosures (TCFD)
recommendations, which includes details of our oversight, risk
assessment and strategy of climate-related issues.
Managing environmental performance
Our EHS Policy sets out our environmental arrangements and the
Board has ultimate responsibility for environmental matters. The EHS
Policy applies to all employees. In 2024, environmental training was
provided to employees through EHS Inductions, management training,
communications via our Resource Centre and through discussions at
the EHS Steering Committee meetings. We strive to improve our
environmental performance throughout all of Oxford Nanopore’s
global operations. We are committed to pollution prevention; the
reduction of waste, releases, emissions and water use; and to the
efficient use of energy. Oxford Nanopore incurred no environmental
fines or penalties in the year ended 31 December 2024.
As mentioned previously, we are in the process of aligning our EHS
programmes with the international standard for the environment
(ISO 14001) covering waste and hazardous materials. We conduct
regulatory reviews, which include the topics of waste and hazardous
materials, with developing actions to be included in our
environmental goals and our EHS strategic plan moving forward.
Additionally, during 2024, Grant Thornton conducted an internal
audit on behalf of the Company to assess the design and operating
effectiveness of processes and controls around data governance, to
support the Company's environmental compliance reporting.
Environmental leadership
STRATEGY PILLAR 4:
Responsible scaling
Oxford Nanopore Technologies Annual Report & Accounts 202462
Energy consumption and emissions data
FY24 FY23
UK
Global
(excl UK) Total UK
Global
(excl UK) Total
Emissions
Scope 1 (tCO
2
e) Total 313 0 313 361 0 361
Scope 2 – location based (tCO
2
e) 1,210 0 1,210 1,089 0 1,089
1
Total Scope 1 & 2 (location based) 1,523 0 1,523 1,450 0 1,450
Scope 2 – market based (tCO
2
e) 0 0 0 0 0 0
Total Scope 1 & 2 (market based) 313 0 313 361 0 361
Intensity ratio (tCO
2
e per £m revenue) – Scope 1 & 2 (location based) 8.32 8.58
Energy (kWh)
Total energy consumption (kWh) 7,440,235 7,440, 235 6,802,410 0 6,802,410
Energy consumption (renewable/non-renewable)
FY24 (kWh) FY23 (kWh)
Total Energy Consumption 7,440,235 6,802,410
Total renewable energy consumption 5,845,349 5,259,759
Total non-renewable energy consumption 1,594,886 1,542,651
% renewable energy consumption 79% 77%
1. Scope 2 and Scope 3 Category 8 Upstream Leased Assets have been restated due to an error in prior year which incorrectly included one of our sites within our organisational
boundary which we do not have operational control over.
Energy and greenhouse gas emissions
Oxford Nanopore has committed to reduce the carbon intensity of our
operations. With support from several environmental consultants, we
have begun to recognise opportunities to understand and improve
sustainability, and we have placed a specific focus on identifying
projects to reduce carbon emissions. For the year ending 31 December
2024, we aimed to reduce the tonnes of CO
2
e emitted per £m revenue
by 2.5%. We have successfully reduced tonnes of CO
2
e emitted per £m
revenue by approximately 10% in 2024. In 2025 we will repeat our
target to reduce the tonnes of Scope 1 and 2 CO
2
e emitted per £m
revenue by 2.5%. To calculate our emissions and energy usage data,
we have followed the 2019 UK Government environmental reporting
guidance. We have used the GHG Protocol Corporate Accounting and
Reporting Standard (revised edition) and emission factors from the UK
Government’s GHG Conversion Factors for Company Reporting 2019.
Our reporting of Scope 1 and 2 emissions and energy data covers
100% of our global operations within our operational control.
Furthermore, our reporting of Scope 3 emissions covers 100% of our
upstream and downstream value chain.
Absolute Scope 1 emissions have decreased year on year, driven by
lower fugitive emissions as the refrigerant top-ups required in FY24
had lower global warming potentials (GWP). This is common with
fugitive emissions, as top-ups are not required consistently year on
year, making them volatile. The increase in Scope 2 location-based
emissions was driven by an increase in electricity consumption across
all sites, reflecting the growth in production. However, as these sites
procure renewable electricity, Scope 2 market-based emissions
remained nil.
Water
Oxford Nanopore’s operations are not particularly water intensive. However, we recognise the importance of water conservation and are
committed to reducing our water consumption and withdrawal. We will employ water-efficient technologies and practices to minimise our
impact on water resources.
2024 2023 2022 2021
Freshwater usage (m
3
) 6,979 4,152 4,311 2,558
For all years data covers water use at Gosling, MinION, Genesis and ECH. Data for Florey was obtained and included for 2024 and combined with increases across ECH, Gosling and
Genesis for a year-on-year increase. Data is based on water bill estimates.
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Oxford Nanopore TechnologiesAnnual Report & Accounts 2024 63
Our sustainable impact continued
Scope 3 Emissions
Category
FY24
(tCO2e)
FY23
(tCO2e)
Purchased goods and services 36,836 36,477
Capital goods – –
Fuel and energy-related activities 54 439
Upstream transportation and distribution 785 331
Waste generated in operations 15 7
Business travel 5,102 7,203
Employee commuting 1,627 1,216
Upstream leased assets 1,015 985
1
Total Upstream Scope 3 45,434 46,658
Downstream transportation and distribution 1,889 1,441
Processing of sold products – –
Use of sold products 1,677 1,935
End-of-life treatment of sold products 0.22 2
Downstream leased assets – –
Franchises – –
Investments 2,215 1,778
Total Downstream Scope 3 5,781 5,156
Total Scope 3 51,215 51,814
Scope 3 intensity
(tCO
2
e per GBP value added)
485 572
1. Scope 2 and Scope 3 Category 8 Upstream Leased Assets have been restated due to an
error in prior year which incorrectly included one of our sites within our organisational
boundary which we do not have operational control over.
Overall, Scope 3 emissions reduced minimally year-on-year; however,
due to our increased gross profit, our tCO
2
e per GBP value added
reduced by 15%.
Improvements in methodology and resolving errors identified in
prior year calculations have driven the movements in fuel and
energy-related activities, business travel and employee commuting.
Due to the increase in returns from customers during the year and the
purchase of heavier items such as machinery, upstream
transportation emissions increased significantly in FY24 compared to
FY23. Downstream transportation also increased; however, this was
driven by the increase in sales and a more accurate measurement of
distances travelled from Oxford Nanopore sites to customers; thus a
more accurate emissions figure has been reported this year.
The decrease in emissions resulting from the use of sold products
has occurred due to a change in sales product mix, whereby fewer
devices that use electricity during their use phase were sold.
Our business was founded on the vision of making a positive impact
and we are committed to understanding and improving
our environmental and social performance so that we can ensure
this vision is realised. We strive to grow in a responsible way, by
protecting the planet through energy efficiency, product design,
and ensuring that our commitment to sustainable practices extends
beyond our internal operations to encompass our entire value chain.
In FY24 we obtained validation of our science-based targets.
We have now released our Net Zero Transition Plan to further
express our commitment to net-zero and support the delivery of
these targets, this can be found at nanoporetech.com/about/
investors/reports/nztp-2025.
Our targets
In order to ensure we align to the Paris Agreement goals of
keeping warming within a 1.5˚C scenario and contribute to the
UK’s commitment of reaching net-zero by 2050, we have set
the following science-based targets:
Near-term Long-term and Net-Zero
We commit to reduce absolute
Scope 1 and 2 emissions by
42% by FY2030 from FY2023
base year and to reduce Scope
3 emissions 52% per GBP value
added within the same
timeframe.
We commit to reduce
absolute Scopes 1, 2 and 3
emissions by 90% and reach
net-zero greenhouse gas
emissions across the value
chain by FY2045 from a
FY2023 base year.
• Our near-term and net-zero targets have been validated by
the SBTi.
• Targets are set on a 2023 base year.
• We target at least 90% reduction in emissions by 2045. Any
residual emissions may be addressed via the use of offsets.
Alongside this, we continued to take actions to reduce our
emissions intensity whilst growing the business, setting a target
for 2024 to reduce the tonnes of CO
2
e emitted per £m revenue
by 2.5%, which was achieved.
By 2030
Reduce absolute Scope 1
and 2 emissions
42%
Transitioning our business
to net-zero
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Oxford Nanopore Technologies Annual Report & Accounts 202464
Reduce Scope 3 emissions per GBP value added
52%
Our Scope 1 & 2 emissions pathway
2023
2024 progress
Efficiencies
Growth
Renewable electricity
Electrification of heating
Reduced fugitive emissions
2030 projection
2030 target
361
313
209
Our primary focus is to maximise energy efficiency and reduce our
energy demand. Whilst no reduction in electricity is required to meet
our targets, several efficiency measures have been identified, which
in aggregate produce a meaningful reduction in electricity use over
time. These include behaviour and process changes, installs and
upgrades, smart metering and intelligent controls. We then plan to
install solar panels for renewable self-generation where we can,
thereby reducing our exposure to the grid and the use of REGOs.
The same is true for heating & cooling (Scope 1 emissions), where a
number of efficiencies have also been scoped and ranked, including
the use of timers, smart sensors, seasonal adjustments to space
use, altering the temperature of freezers and use of reflective films
on windows. Larger scale upgrades include the replacement of low
efficiency cooling units, switching natural gas heating to heat
pumps and replacing cooling units with those that use refrigerants
with lower global warming potential. The commercial availability of
zero emissions refrigerants is expected to be beyond our near-term
target window. Our project team will be phasing these larger scale
upgrades over time, in conjunction with our landlords where
required, taking into consideration our equipment upgrade cycle
and our buildings strategy.
Scope 3 target progress
FY24
FY23
(base year) % change
Scope 3 intensity
(tCO
2
e per GBP value added)
485 572 -15%
Reduction in our Purchased goods and services emissions is key to
our net-zero ambition, which has led us to improve dialogue with
our supply chain and develop a long-term strategy for emissions.
Our supply chain management software is assisting us to obtain
additional data on the carbon impact of our suppliers, focus our
efforts and work with our suppliers to identify specific
improvements they can make. We may investigate collaboration
with other customers of our larger suppliers via multi-sector
working groups to coordinate our ambition for improved
environmental performance. Suppliers’ environmental
performance is already a feature of our procurement process,
including within the selection and review of suppliers. We believe
that our suppliers will be receptive to any engagement that takes
place to improve our joint environmental impact; however if there is
continued disengagement on such matters, we may consider the
viability of other suppliers. We also factor in background trends into
our plan such as the decarbonisation of global electricity grids,
which will benefit our suppliers’ emissions profiles over time.
In addition, through our own internal product development
processes, we have the ability to design for lower carbon in our
products, such as via lightweighting or the use of alternative
materials and we will investigate these, cognisant that there may
also be trade-offs between product price and performance.
We will also be looking at controlling our smaller emissions sources.
We will assess our logistics strategy to identify opportunities for
reducing the overall emissions footprint associated with product
logistics. We are continuing to seek reduction opportunities from
business travel and employee commuting, making full use of
technology to reduce the need for travel and encouraging
low-carbon travel options.
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Oxford Nanopore TechnologiesAnnual Report & Accounts 2024 65
Our sustainable impact continued
We have published a full transition plan, which can be found
alongside this Annual Report, and our newly validated
science-based targets. Discussion on our progress towards this
plan in 2024 can be found on page 64.
In conjunction with our net-zero ambition, this report covers the
Group’s governance of climate change, the integration with overall
risk management, strategy in managing climate-related issues and
opportunities, and the metrics to measure progress towards our
targets. In line with the requirements of the Companies (Strategic
Report) (Climate-related Financial Disclosure) Regulations 2022
Non-financial sustainability information statement
Recommendation Recommended disclosures Reference
Governance
Disclose the organisation’s governance
around climate-related risks and
opportunities
a) Describe the Board’s oversight of climate-related risks and opportunities Page 67
b) Describe management’s role in assessing and managing
climate-related risks and opportunities
Page 67 f
Strategy
Disclose the actual and potential impacts of
climate-related risks and opportunities on
the organisation’s businesses, strategy, and
financial planning where such information
is material
a) Describe the climate-related risks and opportunities the
organisation has identified over the short, medium, and long term
Page 70
b) Describe the impact of climate-related risks and opportunities
on the organisation’s businesses, strategy and financial planning
Page 69
c) Describe the resilience of the organisation’s strategy, taking into
consideration different climate-related scenarios, including a 2°C or lower
scenario
Page 69
Risk management
Disclose how the organisation identifies
assesses, and manages climate-related
risks
a) Describe the organisation’s processes for identifying and assessing
climate-related risks
Page 68
b) Describe the organisation’s processes for managing climate-related risks Page 68
c) Describe how processes for identifying, assessing and managing climate-
related risks are integrated into the organisation’s overall risk management
Page 68
Metrics and targets
Disclose the metrics and targets used to
assess and manage relevant climate-
related risks and opportunities where such
information is material
a) Disclose the metrics used by the organisation to assess climate-related risks
and opportunities in line with its strategy and risk management process
Page 70
b) Disclose Scope 1, Scope 2, and, if appropriate, Scope 3 Greenhouse Gas
(GHG) emissions, and the related risks
Page 63,
70
c) Describe the targets used by the organisation to manage climate-related
risks and opportunities and performance against targets
Page 71
Task force on climate-related disclosures
and UK Listing Rule 14.3.27R, the following pages set out our
Non-Financial and Sustainability Information Statement consistent
with all of the TCFD recommendations and recommended
disclosures, as detailed in “Recommendations of the Task Force on
Climate-related Financial Disclosures” (2017) and the additional
guidance as set out in the TCFD 2021 Annex, “Implementing the
Recommendations of the Task Force on Climate-related Financial
Disclosures” (“TCFD Annex”) including Section C “Guidance for All
Sectors” and Section E “Supplemental Guidance for Non-Financial
Groups”. Given our transition plan development, we are now in full
alignment with all requirements.
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Oxford Nanopore Technologies Annual Report & Accounts 202466
Governance
Board level
The Board, headed by the Chairman, has overall responsibility for
climate change management and strategic response, including
oversight of climate-related risks and opportunities, in addition to all
relevant Group policies matters that impact the Group’s strategy. The
Board is supported and informed on climate-related issues via two
pathways as detailed in the following diagram. This structure ensures
that any potential impacts of climate change are incorporated into the
review of Group strategy, business plans, and risk management. The
operational and strategic pathway manages the Company’s strategic
response to climate change and the flow of information to the Board
around key KPIs, capital spend, and strategic initiatives. Metrics such
as Scope 1, 2 and 3 emissions, progress against the annual carbon
emission intensity target and newly submitted SBTi targets are
reported to the Board and monitored as reported by the EHS Steering
Committee, via the Operating Committee. To date, our longstanding
environmental programme has included energy efficiencies and
renewable electricity purchases, which have formed part of our
ongoing strategy and have been included in annual budgeting. Our
new SBTi emissions targets provide a framework that enhances our
ambition, resulting in a high-level plan that is being incorporated into
our financial planning and strategy. This plan includes a continuation
of energy efficiencies and renewable electricity purchases, but also
includes considerations for our building strategy and actions around
our supply chain and products, which need to be factored in over
time. These details are outlined in our transition plan and monitored
by the EHS Steering Committee.
The risk pathway monitors, manages and informs the Board of
climate-related risks through the Audit and Risk Committee,
supported by the Operating Committee. The Audit and Risk
Committee meets four times each year and reviews all risks at least
twice each year, with the Chair of the Audit and Risk Committee
referring key matters of risk to the Board, including climate-related
issues if deemed material. The Audit and Risk Committee reports to
the Board who provide direction on risk profiling and mitigation.
Additionally, the Board is informed of any key strategic or financial
issues arising from the management of climate-related risks and
opportunities by the Operating Committee. The Board considers
climate-related risks twice per year.
Management level
The EHS Steering Committee is a cross-functional committee which
has responsibility at management level over all environmental issues
facing the Group, including climate-related risks and opportunities
and progress against our transition plan. This committee reports to
the Operating Committee, led by the CEO. The EHS Steering
Committee monitors metrics related to climate risks and
opportunities as outlined in this report, tracks our progress to our
targets (below) and monitors matters relevant to climate-related risks
and opportunities, such as the status of relevant decarbonisation
projects like our energy efficiency efforts and the transition to
renewable electricity underway in the business. The Operating
Committee is also responsible for identifying, assessing, and
mitigating risk under the direction of the Audit and Risk Committee.
The Operating Committee enables the flow of information to and from
the Board and from across the Company to the senior management.
Twice yearly (and as needed on an ad hoc basis), the Operating
Committee reports to the Audit and Risk Committee on risks and
mitigation.
Directors are updated on ESG issues. For example, in 2024, the Audit
and Risk Committee received updates on upcoming sustainability
deliverables which included a materiality assessment and net-zero
transition plan alongside the TCFD and Sustainability Report.
Board level
Management level
Risk Pathway
EHS Steering Committee
Cross-functional committee and responsibility over
environmental issues
Operational/Strategic Pathway
Operating Committee
Led by CEO, monitors related risks
Board
Overall climate change responsibility
Audit and Risk Committee
Four meetings p.a.
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Oxford Nanopore TechnologiesAnnual Report & Accounts 2024 67
Our sustainable impact continued
Risk Management
The Group has used third-party climate consultants to assist in the
identification of climate-related risks and opportunities. This
assessment covers all of our operations and considers all categories
of risks and opportunities from the TCFD guidance, but not all
climate-related risks and opportunities are relevant to the business. A
bottom-up site-level risk assessment using geospatial natural hazard
mapping software was conducted to determine the potential
climate-related physical risks for each site. Climate-related transition
risks tend to impact the Group in a top-down manner. These are
identified and shortlisted, in collaboration with internal stakeholders
and senior management, in conjunction with the EHS Steering
Committee. This analysis includes a horizon-scanning exercise to
incorporate policy and legal risks and is refreshed annually to include
any changes to the business, external regulatory developments, or
operating conditions.
Following identification, climate-related risks are then integrated into
the Group’s overall risk management framework. All the Group’s risks,
including climate-related risks, are categorised using the same
methodology, so that their importance is comparable. The Group’s
Risk Register categorises all existing and emerging risks, including
climate-related risks, with the Register covering the probability of the
risk occurring, the degree of the potential impact and whether they
first occur within the Group’s short- (0 to 1 year), medium- (1 to 5
years), or long-term (5 years+). The short-term horizon covers our
immediate in-year actions, the medium-term horizon includes our
near-term business strategy and SBTi targets, and the long-term
time horizon is sufficient to incorporate our asset life, our net-zero
targets and time for certain climate-related risks to manifest.
For the purposes of our climate risk assessment, we assess risks out
to 2050 in the long term. A risk that is present during the short or
medium term may continue into the long term.
All risks are assessed on a 5x5 matrix incorporating an assessment
of both impact and likelihood, which allows for the prioritisation of
risks. Risk impact (materiality) is determined giving consideration to
the financial statement materiality, as currently defined by the table
below.
Risk likelihood is defined under five categories: Remote, Unlikely,
Possible, Probably, Highly Probable.
Mitigation factors for all risks are included in the Company’s Risk
Register. This informs decision-making when managing risks (e.g.,
further mitigation, accept, or control), with this decision determined
by the options for mitigation, cost of mitigation and overall risk
management strategy. The Risk Register is reviewed and updated
twice annually to reflect new and developing areas in the operating
environment which might impact business strategy. Internally, the
cost of mitigation is described (where possible) along with an
explanation of how this is derived. Risks are subject to ongoing
refinement and quantification over time and assist with incorporating
climate-related risks into the ongoing strategy, budgets and financial
statements, if required.
Insignificant Minor Moderate Major Catastrophic
Financial
Impact*
Estimated impact or
lost opportunity of
<£1.65m
Estimated impact or
lost opportunity of
£1.66m–£3.4m
Estimated impact or
lost opportunity of
£3.5m–£6.5m
Estimated impact or
lost opportunity of
£6.6m–£13.1m
Estimated impact or
lost opportunity of
>£13.2m
* The materiality limits have been updated in line with the Group’s financial statement materiality levels. The materiality used for the Group financial statements was £3,500,000
(see page [148]).
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Oxford Nanopore Technologies Annual Report & Accounts 202468
Strategy
Oxford Nanopore recognises the global threat climate change poses
on the environment and acknowledges that it may present both risks
and opportunities to the business. We have assessed all our sites for
physical climate risks with the conclusion that direct physical risk
exposure to our sites is extremely limited due to the nature of our
business and locations of our sites. Only three of our sites are
deemed to be business critical, being our head office and key
manufacturing sites in Oxford and Harwell, all of which face a low risk
of riverine flood as the only physical risk exposure. The headcount
across other business sites represents a small fraction of staff and
therefore would result in only minor disruption to productivity in the
event of travel or site-related disruption. Oxford Nanopore’s
established home working procedures, insurance recovery in the
event of natural disasters, and short-term leases of facilities, further
mitigates the impact of physical risks. Risks such as higher mean
temperatures, rising sea levels, wildfires and severe weather are also
not seen as having any impact over the period to 2050. We do
however include physical risks exposure of our supply chain within
our key risks below. Transition risks, e.g., potential exposure to
reputation, policy, and legal and technology risks, were also
considered and those that we deem material are outlined below.
Scenario analysis out to 2050 has been used to improve our
understanding of how different climate outcomes may affect the
behaviour of certain risks, and thereby improve our understanding
of the resilience of our business to climate change. Physical risks
were analysed using scenarios embedded in the software tool, which
are from the Intergovernmental Plan on Climate Change
1
:
• RCP 2.6: a climate-positive pathway, likely to keep global
temperature rise below 2°C by 2100. CO
2
emissions start declining
by 2020 and get to zero by 2100.
• RCP 4.5: an intermediate and probably baseline scenario more
likely than not to result in global temperature rise between 2°C
and 3°C by 2100 with a mean sea level rise 35% higher than that of
RCP 2.6. Many plant and animal species will be unable to adapt to
the effects of RCP 4.5 and higher RCPs. Emissions peak around
2040, then decline.
• RCP 8.5: a bad case scenario where global temperatures rise
between 4.1-4.8°C by 2100. This scenario is included for its
extreme impacts on physical climate risks as the global response
to mitigating climate change is limited.
Transition risks and opportunities were flexed using scenarios from
the International Energy Agency ("IEA")
2
, which are far more
descriptive and useful for modelling positive climate outcomes.
Net zero 2050 (NZE): an ambitious scenario which sets out a narrow
but achievable pathway for the global energy sector to achieve
net-zero CO
2
emissions by 2050. This meets the TCFD requirement of
using a “below 2°C” scenario and is included as it informs the
decarbonisation pathways used by the Science Based Targets
initiative (SBTi).
Stated policies scenario (STEPS): a combination of physical and
transitions risk impacts as temperatures rise by around 2.5°C by
2100 from pre-industrial levels, with a 50% probability. This scenario
is included as it represents a base case pathway with a trajectory
implied by today’s policy settings.
Each of our climate-related risks has been analysed against the
scenarios and we have quantified our exposure to each risk. We
deem our overall climate-related risk exposure to be ‘Minor’ after
factoring in our industry and business model, site locations and
exposures and the impact of our mitigating actions and our net-zero
transition plan. We believe Oxford Nanopore has the financial
resilience and strategic robustness to mitigate climate change. Two
of our climate-related risks are mitigated through our net-zero
transition plan and the opportunities outlined below are to be
developed in line with the company strategy and objectives for
net-zero. Given the limited direct impact of climate-related risks on
the business as per our assessment, no effects are reflected in any
judgements and statements applied in the financial statements and
any mitigation or required investment is currently assumed to be
covered and integrated into the Group’s strategy. We will continue to
monitor the climate exposure and action plans through the Group's
risk management framework, whilst developing our analysis as new
data is made available to us.
1. https://www.ipcc.ch/report/ar5/syr/
2. https://www.iea.org/reports/global-energy-and-climate-model
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Oxford Nanopore TechnologiesAnnual Report & Accounts 2024 69
Our sustainable impact continued
Risks
Four key climate-related risks have been identified as follows:
Risk
1. Carbon pricing in
operations
2. Carbon pricing in the
supply chain
3. Water risk in the supply
chain
4. Risk of not achieving our
emissions targets
Type Transition (Current and
Emerging Regulation)
Transition (Emerging
Regulation)
Physical (Flood Disruption,
Water Scarcity)
Transition (Market and
Reputation)
Area Own Operations Upstream Upstream Upstream/Own Operations
Primary potential
financial impact
Higher costs associated with
energy (Operations)
Higher input costs (Supply chain
and/or value chain)
Lost production/revenues
(Supply chain and/or value chain)
Higher costs, higher cost
of capital
Time horizon Medium term Long term Medium term Long term
Likelihood Highly Probable Highly Probable Possible Possible
Impact Insignificant Moderate Minor Major
Location or service
most impacted
United Kingdom
1
Group Group Group
Related metric(s) Scope 1 & 2 emissions Scope 3 emissions (Purchased
Goods & Services and Upstream
Transportation and Distribution)
Annual Supplier Risk
Assessment
Scope 1, 2 and 3 emissions
1 Scope 1 & 2 emissions only include our UK sites
1) Carbon pricing in operations
We have quantified the financial impact to our operating expenses
of an application of carbon prices applied as a “tax” to our FY 2023
Scope 1 and 2 emissions under NZE and STEPS scenarios. Our
analysis shows the impact to be “Insignificant” in magnitude in all
time periods, using the financial impact magnitudes outlined
previously and reduces even further net of our transition plan
actions. As part of efforts to reduce emissions and ultimately reach
our net-zero targets, we have begun to implement a number
of mitigation measures. All of our sites now have REGO-certified
electrical power supplies, reducing our market-based scope 2
emissions to zero. The recommendations set out in our recent ESOS
report and Building Energy Use Audits have outlined several further
initiatives which support our target of a 42% reduction in Scope 1 & 2
by 2030 and ultimately our net-zero ambition. These are highlighted
in our transition plan.
2) Carbon pricing in the supply chain
There is a risk of carbon pricing being applied to activities upstream
of our businesses (Scope 3). Based on the IEA’s carbon price
forecasts and our Scope 3 emissions for the 2024 financial year
(Purchased Goods and Services and Upstream Transportation and
Distribution), we assess the impact of this risk to be “Moderate” in
magnitude. Purchased Goods and Services emissions form the
largest component of our Scope 3 emissions, reflecting a potential
carbon pricing risk associated with the embedded carbon in our
supplied goods. Our supplier strategy is therefore critical to our
net-zero ambition and mitigating this risk. This is outlined further in
our transition plan, page [64].
3) Water risk in the supply chain
Extreme weather events are expected to rise in both frequency and
magnitude as an impact of climate change. Global temperatures rise
in all three scenarios we studied, peaking only in 2050. Under these
scenarios, changes in precipitation patterns and weather extremes
could increase both the risk of flooding in some locations within the
Group’s supply chain and influence water availability in regions with
water scarcity risks. Geospatial modelling found that two supplier
sites in North America are located in regions of high-water stress
when projected out to 2030, and one supplier site in Asia is located
in an area of high riverine and coastal flood risk. Modelled under
the RCP 8.5, drought risk at the North American supplier locations is
forecast to progressively intensify when projected to 2030, 2050 and
beyond. In addition, exposure to storm surge and precipitation risk
at the Asian supplier site is forecast as very high throughout these
time horizons. Our plans for enhanced engagement with our supply
chain will provide further context to our suppliers’ resilience to
these physical risks. Whilst the sites do not represent a significant
proportion of our supply chain, alternative supply precautions have
also been initiated for all three suppliers to introduce redundancy
within the overall supply chain. Our initial assessment of this risk is
“Minor” based on a risk-adjusted assumption of the impact on our
business from an outage of each of the suppliers concerned. We are
currently working with our suppliers to gather additional data that
will help us to refine the calculation of the financial impact of this risk.
4) Risk of not achieving our emissions targets
In light of our newly validated science-based targets, we have a risk
based on our reliance on drivers outside of our direct control in
order to achieve our ambitions for both near-term and long-term
science-based targets. The achievement of our near-term Scope 1
& 2 targets is partially reliant on the actions of our landlords and
on the development of widespread low or zero emissions HVAC
technologies for our long-term net-zero target. Our Scope 3 targets
are partially reliant on the emissions performance of our value chain
partners (suppliers and logistics providers), global technological
developments such as low-carbon transportation solutions for both
goods and mass transport, the decarbonisation of global electricity
grids and public/private collaboration to add policy or pressure
on our value chain. We cannot meaningfully quantify reputation
exposure due to the number of assumptions and estimates required
and have judgementally categorised this risk as “Major” to be
conservative. However, we do expect the market to be reasonably
accommodative to our reliance on external factors to achieve our
goals. We will continue to monitor progress, refine our plans and
review based on experience and emerging technology as required.
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Oxford Nanopore Technologies Annual Report & Accounts 202470
Opportunities
We have currently identified the following three climate-related
opportunities, which relate to the mitigation of risk exposures above:
Opportunity 1. Energy & waste savings
Type Resource efficiency, resilience
Area Own operations
Primary potential financial impact Decreased costs (Operations)
Time horizon Medium term
Likelihood Probable
Impact Minor
Location or service most impacted United Kingdom
Related metric(s) Energy consumption and
Scope 2 emissions
Opportunity 2. Renewable energy
Type Energy source
Area Own operations
Primary potential financial impact Decreased costs (Operations)
Time horizon Medium term
Likelihood Possible
Impact Minor
Location or service most impacted United Kingdom
Related metric(s) % renewable energy consumption
Opportunity 3. Electrification
Type Energy source
Area Own operations
Primary potential financial impact Decreased costs (Operations)
Time horizon Long term
Likelihood Probable
Impact Minor
Location or service most impacted United Kingdom
Related metric(s) Energy consumption and
Scope 1 emissions
1) Energy & waste savings
Efficiency improvements across our sites may reduce costs as
well as reducing environmental impact. Moreover, reducing energy
consumption helps mitigate risks related to carbon pricing. After
a Building Energy Use Audit at our Oxford corporate headquarters
identified significant opportunities to reduce the building’s energy
consumption, a second building energy audit of our next two largest
energy users was commissioned. This identified opportunities that
are outlined in our transition plan, page [64]. Reductions in waste
will also act to reduce operating costs and reduce associated
emissions with disposal, which would positively impact Risk 2.
Consequently, we continue to maximise the circularity of raw
materials and improve the material efficiency of the manufacturing
process to deliver resource efficiency. Measures to reduce the weight
of packaging, as well as the plastic content, are ongoing.
2) Renewable energy
Procuring energy from renewable sources can help mitigate the risks
associated with carbon pricing as well as reducing our environmental
impact. Initial focus was on sourcing Energy Attribute Certificates
(e.g. REGOs) to reduce scope 2 market-based emissions to zero whilst
efficiency measures and self-generation initiatives are investigated;
this was achieved for all UK sites in 2024 and we will investigate the
viability of this for our sites abroad. Installation of solar panels at
primary UK sites is currently under proposal, with one site confirmed
to have solar panels installed in the near future. At other office
locations in leased buildings with shared occupancy, we will continue
to engage with landlords to make energy efficiency improvements
and source renewable energy.
3) Electrification
Electrification of heating may reduce costs as well as reducing
environmental impact, via the mitigation of risks related to carbon
pricing. One of our key operational decarbonisation levers is the
electrification of natural-gas-based heating. Only two of our major
operating sites still have gas-based heating. Electric solutions are
available, and we will look to phase these in where we have control
or otherwise discuss the potential for a switch with our landlords,
taking into consideration our equipment upgrade cycle and our
buildings strategy.
Metrics and targets
We monitor and report on relevant cross-industry metrics such as
our Scope 1, 2, and 3 greenhouse gas (GHG) emissions, calculated in
line with the GHG protocol. We also track and disclose freshwater use
and total renewable and non-renewable energy consumption, see
page [63]. The metrics used to track our identified climate-related
risks and opportunities are outlined above. Of these, the only metric
not reported publicly corresponds to our Annual Supplier Risk
Assessment. Within our plans for enhanced engagement with
our supply chain, we will begin to collate details of our suppliers’
resilience to physical risks (existing or planned mitigation features),
to track exposure to Risk 3 above.
In 2024, the Group established the following emissions near-term
and long-term targets which have been validated by the SBTi:
• Reduce absolute Scope 1 and 2 GHG emissions 42% by 2030 from
a 2023 base year
• Reduce Scope 3 GHG emissions 52% per GBP value added by 2030
from a 2023 base year
• Reduce absolute Scopes 1, 2 and 3 GHG emissions by 90% by 2045
from a 2023 base year
• Reach net-zero GHG emissions across the value chain by 2045
Alongside this, we continued to take actions to reduce our emissions
intensity whilst growing the business. Our target for 2024, was to
reduce the tonnes of CO
2
e emitted per £m revenue by 2.5%, which
was achieved and which has been renewed again for 2025.
Whilst acknowledging the recommendation to integrate an internal
carbon price, as Risk 1 highlights, it is not material and therefore
deemed unnecessary to implement. However, it may be used in
assessing future large capex and investment activities.
Corporate Governance Financial Statements Further InformationStrategic Report
Oxford Nanopore TechnologiesAnnual Report & Accounts 2024 71
Risk management framework
The Group has established a risk management framework
that includes:
a. Formal focused risk registers established for International
Organisation for Standardisation (ISO) 27001 (Information Security
and Process), 9001 (Quality Management) and 13485 (Medical Devices)
accreditations
b. A process for identifying emerging risks
c. A process for profiling and scoring risks
d. A process to report risk to the senior leadership team,
who will approve mitigations and report to and consult
with the Audit and Risk Committee
e. A process for internal audit
f. A process for sharing direction from the Audit and Risk Committee
and the Board on risk tolerance and mitigation with leadership
and, in turn, their reports
Three Lines of Defence
Principal risks evaluation
01
First Line of
Defence
Operational
teams
Departmental meetings/
Committees
Representatives of each standing
departmental meeting who serve on
the Operating Committee escalate
risks identified in the departmental
meetings for review in the Operating
Committee
Research & Development Information Technology
Manufacturing & Supply Chain Intellectual Property
Legal/Finance Commercial
Strategic People & Organisation
Board
• Based on a recommendation of the
Chief Executive Officer, the Board
defines and adjusts the Group’s
risk tolerance
• Direction from the Board is shared
with the Operating Committee
Operating Committee
• Risk is a standing discussion item
in each Operating Committee
meeting
• Risks and mitigation plans are
documented in the Group’s
risk register and the Operating
Committee’s minutes. The minutes
identify the risk discussed, the
mitigation agreed, assigned next
steps, and the responsible party
• Direction from the Board is shared
by the Operating Committee with
each department
• Twice annually the Operating
Committee, in coordination with
the VP Finance and Risk & Controls
Manager, reviews and updates the
Risk Register
Central Functions and Internal
Controls
The Group has established controls,
which provide a solid basis for
making proper judgements on an
ongoing basis as to its FPP. These
controls cover:
• High-level reporting environment
• Forecasting and budgeting
• Management reporting
• Financial and accounting
reporting
• Significant transactions and
strategic projects
• Technology
02
Second Line
of Defence
Business
assurance and
oversight
HR
Legal & Co Sec
Strategic Comms
Finance
IT
Investor Relations
03
Third Line of
Defence
Independent
assurance
Audit and Risk Committee
• Twice yearly (and as needed on
an ad hoc basis), the Operating
Committee reports to the Audit
and Risk Committee on risks and
mitigation
• The Audit and Risk Committee
review the risk register twice each
year
• The Audit and Risk Committee
reports to the Board
Internal audit
• The Group has engaged
Grant Thornton to fulfil the
responsibilities of an internal audit
function to assess the adequacy
of such internal controls. In 2024,
Grant Thornton completed and
presented findings on internal
audits on four functions, with an
additional audit completed in Q4
2024 and reported at the February
2025 Audit and Risk Committee
meeting.
Due diligence
• Due diligence checks are
performed by third parties on
suppliers and channel partners.
Due diligence on customers
is also completed in certain
jurisdictions
Oxford Nanopore Technologies Annual Report & Accounts 202472
Link to strategy
Innovation
Commercial
exec ution
Operational
excellence
Principal risks and uncertainties
Our risk
management
framework
Identify risks
A detailed risk assessment is routinely
performed to identify the significant
risks in a timely fashion and provide
accurate Financial Position and
Prospects (FPP) information
1
Identify mitigating
controls
For each of the risks that are identified,
the Group considers and reviews the
processes currently in place and
identifies the controls which mitigate
each risk
3
Document mitigating
controls
The mitigating controls are documented,
and the Audit and Risk Committee signs
them off to confirm that the descriptions
are appropriate and accurate
4
Score risks
Risks are scored based on
agreed materiality thresholds
2
Regular review
The risk register is formally
reviewed by the risk owners
and senior management team
twice each year to ensure
that the risks identified are
accurate and up-to-date
6
Directors assess
mitigation
Based on the processes set out in
steps 1-4, the Directors conclude on
the effective mitigation of the risks
identified
5
16
25
34
Risk management process
The Group has created a risk profiling framework pursuant to which the Operating Committee (either directly or through delegation to
department leadership) is responsible for identifying, assessing, and mitigating risk under the direction of the Audit and Risk Committee. The
Operating Committee enables the flow of information to and from the Board and across the Company to the senior management.
The risk profiling procedure consists of the steps as described below.
Based on information shared by the Operating Committee, as
supported by a risk committee led by the CFO and General Counsel, the
Audit and Risk Committee has assessed the principal risks facing the
Group as at 31 December 2024. This included an assessment of the
likelihood of each principal risk identified, and the potential impact of
each risk after taking into account mitigating actions being taken. Risk
levels were modified to reflect the current view of the relative
significance of each risk.
Impact
LOW
HIGH
HIGH
Likelihood
10
49
8
6
5
2
7
1
3
Principal Risks Rating Trend Strategy
1 Ability to achieve medium-term revenue
growth targets and ability to expand
into diagnostics clinical, biopharma, and
applied industrial sectors, including the
successful introduction of products
High
2 Ability to successfully introduce
products to remain a technology
leader and to offer a reliable platform
on which customers may rely
High
3 Trade (including tariffs, export compliance,
end user controls, GPU controls and
sanctions), war, fluctuations in research
funding, component inflation, and price
competition triggered by competitors
High
4 Reliance on channel partners and
expanding geographies
Medium
5 Cyber security (network and device) Medium
6 Intellectual property protection
and competition
Medium
7 Founder-led company
and succession planning
Medium
8 Ability to make products: supply chain and
manufacturing
Medium
9 Data privacy, data classification and sample
collection, use and study ethics, and ethnical
use of products
Medium
10 Environment, health and safety Medium
Corporate Governance Financial Statements Further InformationStrategic Report
Oxford Nanopore TechnologiesAnnual Report & Accounts 2024 73
1
Ability to achieve medium-term revenue growth targets and ability to expand into diagnostics clinical,
biopharma, and applied industrial sectors, including the successful introduction of products
Trend since 2023
Rating
HIGH
Links to strategy
Innovation
Commercial execution
Operational excellence
Relevant KPIs
FINANCIAL
1. REVENUE
2. GROSS MARGIN
3. ADJUSTED EBITDA
NON-FINANCIAL
4. WOMEN IN SENIOR LEADERSHIP
ROLES
5. PUBLICATIONS
Potential impact
The Group has incurred significant losses since inception and
continues to be loss-making. We incurred operating losses of £152.3
million in 2024, £168.6 million in 2023, £98.5 million in 2022, and £164.6
million in 2021, and as at 31 December 2024, we had an accumulated
deficit of £402.0 million.
The Group will need to generate and sustain increased revenue levels
and decrease proportionate expenses in future periods to achieve
profitability. The Group may continue to incur losses in the near term
as a result of substantial increases in our operating expenses, as we
continue to invest in order to increase the number of customers and
utilisation. We may be required to continue to provide discounts to
large customers and/or invest in proofs of concepts to demonstrate
the utility of our products. We will continue to invest in existing and
new markets, research and development, expanding marketing
channels and operations, and adding new products. These efforts may
prove more expensive than we anticipate, and we may not succeed in
increasing our revenue and/or gross margins sufficiently to offset
these expenses. Many of our efforts to generate revenue and/or
increase margin are in new markets and/or require improvements to
our products that may not materialise or may be unreliable. Any failure
to adequately increase revenue or contain the related costs could
prevent us from attaining or increasing profitability. Our investment in
large-scale human genomics projects, which are necessary to support
the desired pace of growth, has often required pricing concessions
that reduce margin, and our continued success in winning such
projects will further put pressure on our margin. Parts of our business
– e.g. large-scale human genomics projects – are difficult to forecast,
particularly regarding the timing of revenues.
The Group’s efforts to restructure and better align costs and growth
may make it harder for the Group to achieve its product development
and/or commercialisation efforts, which could require the Group to
consider further similar measures.
With negative cash flow expected until the Group achieves EBITDA
break-even, which it aims to do by the end of 2027, and continued
investments in growth, the Group is expected to continue to incur net
losses and experience negative cash flow from operations over the
next few years. This could increase the Group’s vulnerability to general
adverse economic and industry conditions, limit its ability to react to
changes in the Group’s business and the industry in which it operates
and place it at a disadvantage to its competitors. The Group’s losses
may make it vulnerable to general adverse economic and industry
conditions, may limit our ability to fund capital expenditures, research
and development and other business opportunities, and may result in
a lower and more volatile share price.
Mitigating strategy
• Commercial team doubled since IPO
• Number of channel partners (distributors and dealers) doubled
since IPO
• Restructuring to align team with pace of growth and projects with
strategy
• Development of new markets, including clinical, applied industrial,
and biopharma through collaborations with partners and potential
customers
• Development of Q-line
• Regular review and prioritisation of ongoing and new investment,
including, without limitation, hiring and personnel, projects,
markets, and products, based on prudent financial analysis and
management
• Development of applications demonstrating unique features of the
platform and innovative research that can be done on the platform
• Regular improvements to the platform and products
• Expanded manufacturing capability
• Expansion of and investment in indirect sales channels
• Cost containment including reduction in workforce (see page 12)
Principal risks and uncertainties
Oxford Nanopore Technologies Annual Report & Accounts 202474
2
Ability to successfully introduce products to remain a technology leader
and to offer a reliable platform on which customers may rely
Trend since 2023
Rating
HIGH
Links to strategy
Innovation
Commercial execution
Operational excellence
Relevant KPIs
FINANCIAL
1. REVENUE
2. GROSS MARGIN
3. ADJUSTED EBITDA
NON-FINANCIAL
5. PUBLICATIONS
Potential impact
The global life science research market is characterised by rapid and
significant technological changes, frequent new product introductions
and enhancements, and evolving market standards. This may result in
the Group’s products becoming obsolete. The Group is also aware of
increasing competition in the nanopore sequencing space. The Group’s
success depends on its ability to continue delivering improvements to
its products at a competitive price, as well as its ability to develop and
introduce new products, in each case, to address the evolving needs of
the Group’s customers on a timely and cost-effective basis. In turn, this
has an impact on the Group’s ability to increase (and maintain) revenue
and margin. The Group’s entry into clinical, applied industrial and
biopharma markets means that the Group must establish new means
of sales, refine terms of sale, products and related services, and pricing
to meet differing customer expectations. In some cases, the Group’s
products are being introduced ahead of established demand and into
regulatory environments designed for legacy technologies the Group
hopes its products replace. This has an impact on the Group’s ability to
maintain and/or increase revenue and margin.
Our success is highly dependent on our ability to further penetrate the
market and establish new markets for our products. If our products fail
to achieve and sustain sufficient market acceptance, we will not achieve
our financial objectives.
Mitigating strategy
• Investment in Q-line and collaborations for regulated products for
clinical and applied industrial markets
• Continued focus and investment in R&D activities separate and in
addition to product development
• Engagement with customers and prospective customers in new
markets
• Executive team focus and regular monitoring
• Continuous product release through early access channels to
establish customer requirements and input into the product
development pipeline
• Investment in technology transfer, quality and regulatory groups
that focus on prototype to production-ready manufacturing
processes, quality control, and regulatory requirements, compliance,
and stakeholder engagement
• Continuing manufacturing innovation and optimisation
• Focus on dedicated teams to research alternative product designs to
enable high-volume and high-quality manufacturing
• Continuous data collection at every critical point of manufacturing to
drive production improvement projects
• Focus on strong Quality Management System (QMS)
3
Trade (including tariffs, export compliance, end user controls, GPU controls and sanctions), war,
fluctuations in research funding, component inflation, and price competition triggered by competitors
Trend since 2023
Rating
HIGH
Links to strategy
Innovation
Commercial execution
Operational excellence
Relevant KPIs
FINANCIAL
1. REVENUE
2. GROSS MARGIN
3. ADJUSTED EBITDA
NON-FINANCIAL
5. PUBLICATIONS
Potential impact
The Group operates a global business, and its business has been and
may continue to be impacted by restrictions on trade. the wars in
Ukraine and Israel/Gaza/Lebanon and possible war in Taiwan. In
particular, the UK and US trade restrictions on sale of certain goods to
China, including rules with respect to advanced AI specific to certain
GPUs has increased the Group’s costs, slowed growth, and reduced
demand from customers in the Middle East and Asia. Further, life
science research funding has been reduced since the COVID pandemic
and may be further adversely impacted by the recent elections in the
US, in particular reductions in NIH funding and internation aid
supporting pathogen detection and prevention of infectious disease,
and slow growth in Europe and China. Uncertainty regarding tariffs
makes it difficult to plan and potential tariffs on UK products may
adversely affect sales in the US. This has an impact on the Group’s
ability to maintain and/or increase revenue and margin. Because some
of our customers and suppliers are based in China, our business,
financial condition and results of operations could be adversely
affected by the political and economic tensions between the United
States and China.
Mitigating strategy
• Availability of an integrated P24 and P2i
• Proactive forward-looking export licence applications, increased
end-customer diligence in China, and more tailored end-user
undertaking agreements with certain end customers
• Investments in trade compliance
• Use of internal audit to assess risk and mitigations
• Expansion into clinical, applied industrial and biopharma sectors
• Investment in sales and marketing in the US and Europe
• Maintaining large inventory of key components
• Minimising outsourcing of manufacture
• Robust export control policy
• Detailed training provided to staff
• In-house legal team supported by access to external advice
Corporate Governance Financial Statements Further InformationStrategic Report
Oxford Nanopore TechnologiesAnnual Report & Accounts 2024 75
4
Reliance on channel partners and expanding geographies
Trend since 2023
Rating
MEDIUM
Links to strategy
Commercial execution
Operational excellence
Relevant KPIs
FINANCIAL
1. REVENUE
2. GROSS MARGIN
3. ADJUSTED EBITDA
Potential impact
The Group increasingly relies on channel partners to support sales and
marketing, importation, and first-line technical and customer support.
The Group does not have control over these channel partners and such
channel partners may fail to comply with laws. The Group’s ability to
properly train, manage, and audit these channel partners is likely to
impact its financial performance. Misconduct by channel partners may
adversely affect the Group’s reputation and may result in fines or loss
of business opportunities. The Group has also expanded the number
of jurisdictions in which it operates, often with a small number of
employees in many jurisdictions. It may be challenging for the Group to
effectively manage such persons and to efficiently identify and meet
local law compliance requirements. Any failure to meet such
requirements may adversely affect the Group’s financial performance,
cause it to incur costs, such as legal, tax, travel and expenses, that are
not offset by sufficient increases in revenue, adversely affecting the
Group’s ability to achieve its financial objectives.
Mitigating strategy
• Standardising channel partners terms & conditions
• Developing and monitoring KPIs
• Rigorous diligence of prospective channel partners
• Auditing channel partner regulatory compliance
• Appointing of local legal, accounting, and tax advisors
• Centralising controls over pricing, purchasing, and hiring
5
Cyber security (network and device)
Trend since 2023
Rating
MEDIUM
Links to strategy
Innovation
Operational excellence
Relevant KPIs
FINANCIAL
1. REVENUE
2. GROSS MARGIN
3. ADJUSTED EBITDA
Potential impact
The Group’s systems, data (wherever stored), software, networks, and
those of third parties, are vulnerable to security breaches (whether
deliberate or unintentional), including unauthorised access from within
the Group or by third parties (for the purpose of misappropriating
financial assets, IP or sensitive information, or otherwise), computer
viruses or other malicious code and other cyber threats that could
corrupt data, cause operational disruption or otherwise have an
adverse security impact. In addition, certain of its devices are similarly
vulnerable when deployed by the Group’s customers, particularly if
such customers do not implement their own physical, administrative,
and technical safeguards for the lab in which the device is used. As the
Group and its customers begin to use the Group’s products for clinical
and translational research, including, as a laboratory tool used as part
of laboratory-developed tests, and/or by biopharma customers for
manufacturing quality control, the risks related to unauthorised access
to devices grows. Further, while the Group continues to minimise
collection and storage of human genomic data, some such data is
collected and an even smaller amount is stored. This is done for
research, occasionally as part of pilot projects to demonstrate
performance of the platform, and in the instances where the Group
performs sequencing on its platform as a service. Recent events
experienced by companies in related sectors show this is an
ever-present risk.
Mitigating strategy
• Investment in resources to protect the data held by the Group
• Minimise data held
• Regular training and awareness provided to all employees with at
least annual requirement to read Company policies
• ISO 27001 certified and regular ISO audits
• Internal testing plan to test for network vulnerabilities on a regular
basis and annual penetration testing
• Business Continuity Plan in place and conduct test scenarios
periodically
• Incident reporting channels in place
• Firewalls and other technical safeguards are established, including
encryption of wireless networks and deployment of end-point
detection and response tools, to provide network protection
• Investment in Q-Line
• Cyber insurance including access to experts in event of attack
Principal risks and uncertainties continued
Oxford Nanopore Technologies Annual Report & Accounts 202476
6
Intellectual property protection and competition
Trend since 2023
Rating
MEDIUM
Links to strategy
Innovation
Operational excellence
Relevant KPIs
FINANCIAL
1. REVENUE
2. GROSS MARGIN
3. ADJUSTED EBITDA
NON-FINANCIAL
5. PUBLICATIONS
Potential impact
The Group’s ability to add and create value and, therefore, its success,
depends, in large part, on its ability to obtain, maintain and enforce a
combination of patents, trademarks, copyright, trade secrets and
proprietary knowledge, and to impose confidentiality procedures and
contractual and other restrictions, in all cases so as to establish and
protect its proprietary IP rights. Growing and maintaining a larger
patent portfolio is expensive. Enforcing patents against new entrants is
expensive and a distraction from the Group's primary objectives.
However, the failure to grow, maintain and enforce IP may lead to
substantial harm to the Group and its ability to operate. Increasing the
Group’s activities in applications of its platform, whether in the clinical,
applied industrial or biopharma space introduces additional IP risks as
participants in these sectors are themselves active in building patent
portfolios and the Group’s patents in such areas are not as numerous
as those covering its platform. The life science industry generally is
litigious. The Group itself has in the past had to spend significant
amounts of money and time defending itself from unsuccessful patent
litigation. Customers and collaborators file patents on methods of
using the Group's platform, which may limit the Group's ability to
expand into new markets.
Mitigating strategy
• IP treated as a priority
• End-customer terms & conditions, which make it more difficult for
customers to develop IP on the Group’s platform and assert them
against the Group and its customers
• Increased resources in protecting IP
• Training and awareness of staff
• Controls around use of technology
• Experienced legal counsel
7
Founder-led company and succession planning
Trend since 2023
Rating
MEDIUM
Links to strategy
Innovation
Commercial execution
Operational excellence
Relevant KPIs
FINANCIAL
1. REVENUE
2. GROSS MARGIN
3. ADJUSTED EBITDA
NON-FINANCIAL
4. WOMEN IN SENIOR LEADERSHIP
ROLES
Potential impact
The Group’s future success depends to a large extent on the
experience and knowledge of the Executive Directors, its executive
team and other key employees, and loss of the services of one or more
of such persons could adversely affect the Group’s business. Risk is
heightened in the event of a departure of the Group’s Chief Executive
Officer, or key employees, consultants, suppliers and/or advisers with
specialist scientific and technical skills that the Group requires for its
product development or commercialisation. Departure of the Group
Chief Technology, Innovation, and Product Officer in 2024 and the
successful appointments of Rosemary Sinclair Dokos as Chief Product
and Marketing Officer and Lakmal Jayasinghe as Chief Scientific Officer
demonstrates that the Group’s bench of talent and succession
planning are successfully mitigating this risk. Efforts to restructure the
business to ensure alignment of persons, growth, and strategy have
the potential to trigger undesired attrition. The Group’s success also
depends on its ability to attract, train, motivate and retain key
personnel.
Mitigating strategy
• Competitive remuneration package including a Long-Term Incentive
Plan (LTIP) in place to retain executive talent
• Succession planning in process
• Expanding leadership team and depth
• Recruitment of and fostering development of emerging leadership
• Implemented a competitive reward and recognition package
• Established career development opportunities widely promoted
• Focus on culture, mission, and creating a stable and motivating
environment for all staff
Corporate Governance Financial Statements Further InformationStrategic Report
Oxford Nanopore TechnologiesAnnual Report & Accounts 2024 77
8
Ability to make products: supply chain and manufacturing
Trend since 2023
Rating
MEDIUM
Links to strategy
Innovation
Commercial execution
Operational excellence
Relevant KPIs
FINANCIAL
1. REVENUE
2. GROSS MARGIN
3. ADJUSTED EBITDA
NON-FINANCIAL
5. PUBLICATIONS
Potential impact
Supply chain issues driven by demand, changes to products and
introduction of new products, logistics interruptions, heightened
geopolitical tensions – particularly between the United States and the
People’s Republic of China, the wars in Ukraine and Israel/Gaza, and
the risk of war in Taiwan – have made it challenging to source key
electronic components on a timely and cost-effective basis . The
Group’s products include several unique customised components,
many of which have been developed and produced solely for the Group
and are tailored to its specifications. The Group’s products are
manufactured or assembled either at the Group’s manufacturing
facilities located in the MinION Building in Oxfordshire or within the
Group’s laboratories and facilities within England or, in the case of
certain components of the Group’s products, including the ASIC chips
and wafers and certain biologics, at the Group’s third-party
manufacturers’ facilities. Unavailability of or the lack of timely
availability of such components or the inability to redistribute such
goods to some jurisdictions may require the Group to use substitute
components, which could increase the cost of manufacture and
support, and may decrease the demand for the Group’s goods, on a
temporary or ongoing basis. The manufacture of the Group’s products
is highly exacting and complex, and problems have in the past required
pulling some flow cells before distribution and, on occasion, replacing
flow cells distributed. Such issues may continue to arise during
manufacturing or shipment for a variety of reasons, including
equipment malfunction, failure to follow specific protocols, or defective
or slightly variable materials and components. In addition, if the
manufacturing facilities of third parties on whom the Group relies,
become unavailable for any reason, the Group would need to secure
alternative manufacturing facilities with the necessary capabilities or
move such manufacturing processes in-house. This could require
substantial lead times and substantial capital investment. If this were
to include unavailability of access to ASICS or GPUs designed,
fabricated or assembled in Taiwan, the Group may not be able to
continue to manufacture its products or meet growing demand. In
turn, this would have an impact on the Group’s ability to maintain and/
or increase revenue and margin.
Mitigating strategy
• Policies and agreements to manage our suppliers, including use of
dual sourcing
• Detailed forecasting of requirements
• Maintaining large inventories of key components
• Developing alternative components, suppliers, and/or products and
increasing flow cell recycling
• Maximising internal manufacture
• Use of internal audit to assess risk and mitigations
• Established a Business Continuity Plan (BCP) and conduct test
scenarios on a regular basis
Principal risks and uncertainties continued
Oxford Nanopore Technologies Annual Report & Accounts 202478
9
Data privacy, data classification and sample collection, use and study ethics,
and ethical use of products
Trend since 2023
Rating
MEDIUM
Links to strategy
Operational excellence
Relevant KPIs
FINANCIAL
1. REVENUE
2. GROSS MARGIN
3. ADJUSTED EBITDA
Potential impact
The Group operates globally and relies on access to data relating to its
customers, its employees, and its research and development to
conduct its operations. Properly collecting, classifying, and controlling
this data to comply with often conflicting laws and in a manner to
enable the Group to grow its business is expensive and challenging. In
addition, the Group’s ability to identify and protect its trade secrets
while remaining nimble is also a challenge. The Group is increasingly
required to process and hold for a short time more human genomic
data, which requires compliance with stringent and complex
regulations.
Mitigating strategy
• Investment in resources to protect the data held by the Group and
the use of it
• Data protection policy in place
• Segregation of duties within systems where personal data is handled
has been established
• The HR records are segregated from other data, and only limited
access is available
• A Data Protection Officer (DPO) role is active within Oxford Nanopore
with independent responsibility for assuring security of personal
information
• Legal support in-house
• General Data Protection Regulation (GDPR) practices employed to
limit data processing
• Regular training and awareness provided to the staff with at least
annual requirement to read Company policies
• Implementation of a system to enable classification of data and
establishment of different controls based on such classifications
10
Environment, health and safety
Trend since 2023
Rating
MEDIUM
Links to strategy
Innovation
Commercial execution
Operational excellence
Relevant KPIs
FINANCIAL
1. REVENUE
2. GROSS MARGIN
3. ADJUSTED EBITDA
Potential impact
The Group’s R&D and manufacturing activities involve the use of
hazardous materials, including chemicals, biological materials,
solvents, and radioisotope materials (“hazardous materials”) and
genetically modified organisms. One or more of the kits sold by the
Group include a chemical that may be deemed hazardous. Accordingly,
the Group is subject to laws, regulations, and permits relating to
environmental, health and safety matters, including, among others,
those governing the use, storage, handling, exposure to and disposal
of solvents and other hazardous materials and waste, the health and
safety of its employees, and the shipment, labelling, collection,
treatment and disposal of non-hazardous and hazardous waste
appropriately managed by internal staff and approved waste
contractors. If the Group were found to have failed to handle
hazardous materials or genetically modified organisms with care and/
or to have violated environmental, health and safety laws and
regulations (in respect of past or future activities), as a result of human
error (including failure to understand applicable laws and regulations),
accident, equipment failure, or otherwise, it may be subject to
investigations, substantial fines and penalties, remediation costs,
property damage and personal injury claims, suspension of production
or product sales, loss of permits or a cessation of operations. This may
result in potential fines, reputational damage, and/or suspension of
operations leading to an impact on financial results.
Mitigating strategy
• Dedicated Health & Safety (H&S) resources to ensure all rules are
enforced
• Complete and accurate safety data sheets are prepared and
maintained for all products
• Software tools and third-party advisors to better enable compliance
and incident avoidance
• Training and awareness given to staff
• Full regulatory assessment and identification of any compliance gaps
and actions to mitigate these
• Legal support in-house and engagement of third-party consultants
as SMEs
Corporate Governance Financial Statements Further InformationStrategic Report
Oxford Nanopore TechnologiesAnnual Report & Accounts 2024 79
Section 172 statement and
stakeholder engagement
The vision of Oxford Nanopore is to enable the analysis of anything,
by anyone, anywhere. We have developed our technology to make it
accessible for all those who need it, whether in developed markets or
more resource-limited settings. Our technology is being used by
scientists around the world to make a positive impact on society and
we are committed to running our business in a sustainable and
ethical way. This is firmly embedded in our culture.
The Group’s stakeholders are the people, communities, and
organisations which have an interest in our vision, purpose and
strategy or who may otherwise be affected by decisions made by its
Board. The Board is committed to open, transparent dialogue with
stakeholders and believes that effective engagement is critical to
drive long-term value creation.
The Board confirms that throughout the year ended 31 December
2024, it had regard to the matters set out in section 172 of the
Companies Act 2006 as amended by the Companies (Miscellaneous
Reporting) Regulations 2018. Further information on each of the
matters set out in s172 is detailed in the table opposite.
In addition to the Group’s key stakeholders, the Board engages with
and considers the interest of any other stakeholders who may be
interested in the Group’s business or otherwise be impacted by its
decisions. Examples of other stakeholders include governments and
governmental bodies, research partners, academic institutions,
analysts, governance bodies, which include proxy advisors,
and regulators.
Pages 80 to 86 detail the ways in which the Board engages with our
key stakeholders to deepen their understanding of the issues that
matter to them and to allow for stakeholder views to be taken into
account in Board decision making.
“Meaningful engagement with our
stakeholders is a priority for us, and is a
key part of achieving our strategy. This
year, we were proud to celebrate our
tenth annual London Calling conference,
which has remained a key opportunity
for us to engage with our customers the
wider Nanopore Community.”
Dr Gordon Sanghera
Chief Executive Officer
Section 172 factor Disclosure Pages
The likely consequences of
any decision in the long term
Our mission
Our business model
Our strategy
KPIs
Viability statement
and going concern
2
30
32
40
88
The interests of the
Group’s employees
Opportunity and
belonging
Talent and career
management
Our people
60
61
58
The need to foster the
Group’s business relationship
with suppliers, customers,
and others
Our business model
Our strategy
Our sustainable impact
Governance
30
32
48
90
The impact of the Group’s
operations on the community
and the environment
Sustainability
TCFD
48
66
The desirability of the
Group maintaining a
reputation for high standards
of business conduct
Culture
Governance
Internal controls
100
90
113
The need to act fairly between
members of the Group
Annual General Meeting
Rights attaching to shares
93
140
Oxford Nanopore Technologies Annual Report & Accounts 202480
Stakeholder engagement in action
Engaging with our people – Evolving Leaders
During the year, the Group partnered with a select number of preferred partners to develop a new management development
programme, Evolving Leaders. The goals of this programme were to fully equip and help participants develop their line management
responsibilities, encourage them to enhance and adapt their leadership style in order to improve team performance, increase
engagement and drive delivery.
Delivered over nine months, the Evolving Leaders programme interwove thought-provoking theory and experiential learning sessions. It
was developed to allow for immediate experimentation and application of learning in the work environment, to accelerate understanding
and generate higher return on investment.
During the year, a total of 66 senior leaders joined an Evolving Leaders cohort (with a further 27 registering to commence in 2025),
representing 1,898 module hours and 131 coaching hours.
Why our people
matter
Effective engagement aligns employees with the
Group’s strong culture and core values, ensuring
everyone works together towards a shared vision.
We continue to invest in our ability to engage,
retain, incentivise, and develop the best talent
globally.
What matters
to our people
• Execution and delivery of strategy
• Purpose and culture
• Training and development
• Opportunity and belonging
• Reward and benefit structures
• Wellbeing and mental health
How we engage • Designated Non-Executive Director for
workforce engagement
• All-Employee Meetings
• Sharing great customer case studies
• Employee intranet
• Monthly People news
• Values in Action initiative (see page 100 for
further details)
• Internal talent development programme
• Manager and Leadership development
programmes
• HR business partnering
• Externally facilitated whistleblowing hotline
• Mental health first aiders
How feedback
influences Board
discussions
• The Non-Executive Director of Workforce
Engagement meets with employees taking part
in the Group’s employee experience initiative,
Values in Action. The CEO and Non-Executive
Director of Workforce Engagement were
closely involved in re-imagining the structure
of the Values in Action initiative, including to
establish dedicated regional communities.
• The ability to recruit and develop the most
talented employees who believe in the
Group’s purpose and motivating employees
towards a common goal, is a priority for the
Board in its decision making.
• The Board receives updates at each Board
meeting on employees including KPIs around
headcount, attrition, and diversity, including
the cited reasons behind employees leaving
the Group. The Board considered the interests
of employees balanced with promoting good
financial stewardship, alongside external
factors such as inflation, when approving the
Group’s annual budget for 2025.
Highlights
for 2024
• Initiatives delivered by our Values in Action
communities included: (i) piloting a
volunteering project in Harwell, (ii) supporting
roll-out of a recycling initiative on the Oxford
Science Park buildings and (iii) provision of a
bike repair station to promote cycling to work.
• World Wellbeing Week held in June, involving
various sessions focused on wellbeing
including practical yoga, meditation and
neuroscience-led physical intelligence
sessions and educational health seminars.
• 344 employees completed one of the Group’s
My Mastery or Manager Mastery courses,
representing 3,142 hours of instructor-led
training.
Our people
Corporate Governance Financial Statements Further InformationStrategic Report
Oxford Nanopore TechnologiesAnnual Report & Accounts 2024 81
Why our
customers,
research
partners, and
collaboration
partners matter
The Group considers itself part of a broader
scientific community of users of its technology.
The Group collaborates deeply with its customers,
as well as supporting them from a technical and
customer service perspective. The Group also
collaborates with a number of third parties. As
such, understanding, engaging, and responding
to customer and partner needs is a critical
priority.
What matters to
our customers
• High performance technology that enables
the performance of groundbreaking and
routing scientific analyses
• The ability of our technology to enable
advancements of science and to be used in
applied settings
• Vision, purpose and progress and how this
relates to market opportunities
• Strategy and operational performance
• The range of applications available to
customers and how the Group supports new
application development and customers
• Access to useful products at a reasonable
price with limited barriers to commence
sequencing/analysis
• Sustainability
How we engage • Meetings/calls with senior leadership team
and Board members
• Extensive training of our customer-facing
teams, to ensure we support our customers in
the best way possible
• Direct customer feedback
• London Calling, ‘What you’re missing matters’
meetings, and Nanopore Community Meeting
(NCM) conferences, as well as ‘Nanopore Days’
• Sponsored research at leading academic
institutions
• Participation in leading industry conferences
• Strategy planning processes, taking into
account both existing and future customer
needs and trends over the next five years
How feedback
influences Board
discussions
• Following customer engagement and insight
gathered from ongoing market intelligence
and customer relationships, the Board reviews
and provides input on strategy, resource
allocation and prioritisation across markets
and customers
• The Board continued to drive the senior
leadership team to deliver disruptive, high
performing technology into existing markets
and to create new markets and utilise good
business practice with all stakeholders
• The Board receives updates and feedback on
the Group’s markets, customers and
operational performance at every Board
meeting
Highlights
for 2024
• Two main customer events held during the
year – London Calling (London) and National
Community Meeting (Boston), in addition to a
series of Nanopore Days as part of the ‘What
you're missing matters’ tour
• Asuragen released AmplideX
®
Nanopore
Carrier Plus Kit on the Company’s platform, a
long-range PCR and long-read sequencing
solution
• Expansion of NHS England’s respiratory
metagenomics programme led by Guys and St
Thomas’ NHS Foundation Trust, combining
effective infectious disease management with
rapid emerging pathogen detection and
notification
Our customers, research partners
and collaboration partners
Section 172 statement and
stakeholder engagement continued
Stakeholder engagement in action
Engaging with our customers – tenth anniversary of London Calling
This year, we celebrated the tenth anniversary of our London Calling customer conference. Dr. Gordon Sanghera, CEO, gave remarks
reflecting upon progress since the first London Calling conference in 2015, which had 178 attendees. The 2024 conference welcomed
over 600 pioneering genomics scientists in person, with another 4,000 joining online, reflecting the expanding impact and usage of the
Company’s technology in the past ten years.
At the conference, compelling research was presented which once again illustrated the transformative potential of nanopore sequencing in
driving new discoveries across diverse fields of biology, including conservation genomics, foodborne disease surveillance and paediatric
clinical research. The Company also gave updates on product improvements, including improved performance on accuracy, higher accuracy
and output for direct RNA sequencing, and pipeline updates, such as the MinION Mk1D entering early access. London Calling 2024
demonstrated the strength of the Nanopore Community and the potential of the Company’s technology to shape the future of genomics.
Oxford Nanopore Technologies Annual Report & Accounts 202482
Why our
shareholders
matter
Engagement with and an aligned vision with the
Group’s shareholders is key to our success. The
Board treats all shareholders fairly and ensures
decisions are made for the benefit of all
shareholders.
What matters
to our
shareholders
• Execution and delivery of strategy
• Drive to a positive EBITDA in 2027
• Revenue growth
• Technology, operational, commercial,
and financial performance
• Sustainability
• Long-term growth and vision
• Developments in customer markets
and the competitive landscape
• Capital allocation considerations
• Executive remuneration
How we engage • Annual General Meeting
• Meetings and calls
• Investor roadshows
• Analyst events
• Regulatory announcements
• Annual Report and Accounts
• Dedicated Investor Relations function
• Updates on website and social media
How feedback
influences Board
discussions
• The Board takes into account shareholder
opinions when developing and discussing the
Group’s strategy to deliver long-term and
sustainable growth. The Board considered the
interests of all stakeholders, including
shareholders, when it discussed the Group’s
medium-term plan.
• The Board ensures that the Group has
sufficient capital to achieve its purpose and
pursue its long-term strategic aims. The
Board considered the capital needs of the
Group throughout 2024 and in particular,
when approving the Group’s financial
statements and the £80 million equity placing
(including £50 million strategic investment
from Novo Holdings).
• In 2024, the Company engaged with its largest
shareholders as part of the remuneration
policy review, with feedback leading the
Remuneration Committee to restructure
components of the 2025 annual bonus (see
page 118 for further details).
• The Audit and Risk Committee reviews the
internal and external audit processes and
reports to ensure the Group has a strong
framework of controls to protect shareholder
investment.
Highlights
for 2024
• Met with more than 450 investors from 189
institutions during the year
• Conducted seven multi-day investor
roadshows and organised four investor site
visits, in addition to attending ten conferences
• Investor Relations update provided at each
Board meeting including any movement in top
20 shareholders, market feedback and
investor engagement
Our shareholders
Corporate Governance Financial Statements Further InformationStrategic Report
Oxford Nanopore TechnologiesAnnual Report & Accounts 2024 83
Why our suppliers
matter
The Group has a complex and robust supply
chain, and our suppliers contribute to innovative
processes by developing their own products and
services, which are sometimes bespoke, to
achieve the Group’s goals. The Group aims to
build honest, respectful and transparent
relationships with suppliers who comply with
applicable regulations and share our
commitment to the highest standards of
corporate governance.
What matters to
our suppliers
• Responsible business practices and due
diligence
• Conduct and ethics
• Fair business terms and prompt payment
• Robustness and flexibility of supply chain
• Visibility on requirements
• Locations from which components and
resources are sourced
• Sustainability
How we engage • Supply chain team reports directly to Chief
Operating Officer
• The Group’s supply chain team develops
deep relationships and seeks feedback from
both new suppliers and existing suppliers
• Full supplier performance management in
place and developing ways to further
improve relationships
• Dedicated function within Supply Chain to
manage ESG & Risk
• Commenced the rollout of further support
to key suppliers through a committed Supply
Chain engagement programme. This will
help the Company drive decarbonisation
and better governance to address Scope 3
emissions
How feedback
influences Board
discussions
• The Board discussed the Group’s suppliers
when deciding on the Group’s inventory
levels and approving purchase
order requests
• The Board considered key risks in relation to
its supply chain, in particular in respect of
geopolitical factors and components
available from few sources, when reviewing
its risk register and discussing risk
• The Board received regular reporting on
matters concerning suppliers, including key
procurement reviews
Highlights
for 2024
• Detailed training on ISO14001 is being
provided to key suppliers to support them
improving environmental standards
• To help achieve the Group’s net-zero
commitments, suppliers are being trained
on carbon footprints in order to map their
own carbon emissions
• Key suppliers have been offered extended
licence of a risk management software (free
of cost) to manage risks in their own
sub-tiers. This will help the Group to reduce
overall supply chain risk
Our suppliers
Section 172 statement and
stakeholder engagement continued
Oxford Nanopore Technologies Annual Report & Accounts 202484
Why our
communities and
the environment
matter
Our communities comprise those living and
working in close geographic proximity to the
Group’s operations, those with whom the Group
does business, and more broadly, the wider
members of society whose lives the Group aims
to positively impact with its technology.
The Group’s products and operations are
designed to enable access to sequencing
technology for the public good, whether this is
in rapid pathogen analysis in outbreak
situations, in human genetics, or in crop science
in developing countries or those with lower
incomes.
The Group is committed to limiting the impact of
its operations on the environment. Please see
page 62 for further details.
The Group is committed to the availability of its
technology in low-income countries and by
leading researchers, wherever they are located.
What matters to
our communities
and the
environment
• Vision and purpose
• Problem solving where genomics may
be a solution at a strategic level e.g.,
with governments and senior corporate
leadership
• Sustainability
• Access to technology with as few barriers to
entry as possible
How we engage • An internal working group has been
established which produces the Group’s
Sustainability Report
• The Board has overall accountability for the
Group’s sustainability strategy and receives
updates on sustainability
• Sponsorship programmes, including for
universities and the Royal Society of
Chemistry’s Broadening Horizons
programme
How feedback
influences Board
discussions
• The Remuneration Committee implements
ESG metrics into the Group’s remuneration
targets on an ongoing basis
• The Board regularly discusses the positive
impact of the Group’s technology on
communities and the environment
• The Board receives regular operational
reports on the impact of our customers’
work, in areas across science and society
Highlights
for 2024
• Published a Net Zero Transition Plan,
outlining the targets the Group has set to
ensure progress is being made to contain
global warming to 1.5 °C
• Approximately 10% reduction in tonnes of
CO
2
e emitted per £m revenue
• ESG measures were included in the 2024
annual bonus scheme for all employees,
including Executive Directors, to ensure
performance in this area is linked with
remuneration at all levels throughout the
business
Our communities and the environment
Stakeholder engagement in action
Engaging with our communities and the environment – Education
2024 saw the Group’s new education function benefit from collaboration with the Cold Spring Harbor Laboratory DNA Learning Center
(DNALC). Throughout the summer, seven training courses were conducted by the DNALC, catering to over 130 educators from 100
faculties – 90% of whom were brand new to nanopore sequencing and two-thirds of whom agreed that nanopore sequencing will
become an essential technology in life science classrooms. The student impact of our focus on education also began to pay dividends —
16-year-old Noah Bryan made history as the first school student to take the stage at our Nanopore Community Meeting, presenting his
field-based water contamination test, developed using nanopore sequencing. He represents just one point in the several thousand
students now being given the opportunity to interact with nanopore sequencing every year.
Corporate Governance Financial Statements Further InformationStrategic Report
Oxford Nanopore TechnologiesAnnual Report & Accounts 2024 85
In July, the Board approved an equity issue (the “Equity Issue”) to
raise aggregate gross proceeds of approximately £75 million,
involving a strategic investment from Novo Holdings A/S ("Novo
Holdings") of up to £60 million, and a placing to institutional
investors (as further explained on page 141, the Board
subsequently decided to increase the size of the Equity Issue from
approximately £75 million to £80 million as a result of strong
demand from investors). Proceeds from the Equity Issue will be
used for general corporate purposes.
The Board believes that the Equity Issue consolidates the
Company’s financial position and reinforces and validates the
Company's strategy and future growth plans across each of its end
markets, including Life Sciences Research Tools, Clinical and Applied
industrial, building towards its long-term opportunity of bringing
faster, richer, more affordable and accessible molecular information
to broad market needs.
Following consideration, the Board concluded that the Equity Issue
would be in the best interests of all stakeholders. When making the
decision, the Board had regard to the following stakeholders:
Shareholders: The Board considered the impact on the Group’s
existing shareholders and worked to make the offering available to
as many existing shareholders as was reasonably possible. The
Board noted that the investment by Novo Holdings would help to
strengthen the Company’s relationship with a strategic financial
investor. Novo Holdings is a leading, long-term global healthcare
investor with significant experience in developing growth
companies like the Company to drive long-term value creation.
Soft pre-emption was adhered to in the allocations process for the
placing element of the Equity Issue, thereby seeking, to the extent
possible within the constraints of the exercise, to replicate the
Company’s existing shareholder base. Allocations made outside of
soft pre-emption were preferentially directed towards existing
shareholders in excess of their pro rata interests, and wall-crossed
accounts. The Board noted that although the investment would
result in some dilution for the Group’s other shareholders,
shareholders had previously approved the ability for the Company
to allot new shares up to specified limits in accordance with the
Pre-Emption Group’s advised limits at the 2024 AGM. The Board
noted that the investment would be within the limits approved at
the AGM.
In addition, Novo Holdings indicated that it intended (subject to,
inter alia, availability and price) to make further market purchases of
the Company’s shares up to £10 million. The Board felt that this
would enhance liquidity of the Company’s shares, which was
beneficial for the shareholders.
In addition, the money received from the investment would further
strengthen the Group’s cash position, which the Board believes is in
the best interests of all stakeholders including the shareholders.
Employees: Although the investment was unlikely to impact
employees on a day-to-day basis, the Board concluded that the
investment would be positive for employees as it would help
enhance the Group’s strategy and provide additional cash to the
Group.
Community and the environment: The Board noted that the Novo
Holdings team had deep knowledge of the biopharmaceutical
market, including biomanufacturing, a key growth area for the
Company. The investment by Novo Holdings fits with the Company’s
strategy, given the commitment to biopharma as one of the
Company’s strategic growth vectors. Oxford Nanopore’s technology
platform is uniquely suited to address the needs of this industry
where information-rich, rapid and simplified sequencing are critical
to developing and delivering biopharmaceuticals faster and with
less complexity. The Board therefore concluded that the Equity
Issue, including the investment from Novo Holdings, would help the
Group deliver in the biopharma space, with the aim of improving
healthcare worldwide and having a positive impact on the wider
community, including for patients.
Other stakeholders: The Board also considered its wider
stakeholders and noted that the Equity Issue would either have
no impact on the stakeholders or have a positive impact on wider
stakeholders.
Section 172 statement and
stakeholder engagement continued
Stakeholder engagement in action
Principal decision: Investment from Novo Holdings and Placing
Oxford Nanopore Technologies Annual Report & Accounts 202486
Non-financial information statement
Oxford Nanopore’s Non-financial information statement is presented in this section, complying with Sections 414CA and 414CB
of the Companies Act 2006. The following table incorporates the Group’s approach on relevant non-financial matters.
Reporting Requirement Oxford Nanopore’s policies and standards Where to read more in this report Page
Business model N/A Business model 30
Non-financial KPIs N/A Key performance indicators 40
Principal risks Risk Register
ISO 27001, 13485 and 9001 accreditations
Risk management
Principal risks and uncertainties
Business model
Audit and Risk Committee report
72
74
30
109
Stakeholders Group Data Protection Policies including
Privacy Policy, Human Genomic Policy
and Data Retention Policy
Stakeholder engagement
s172 statement
Board activities
Our sustainable impact
Employee engagement
Corporate Governance report
Audit and Risk Committee report
80
80
94
48
81
99
109
Employees Flexible Working Policy
Whistleblowing Policy
Directors’ Remuneration Policy
Environment, Health and Safety Policy
Our sustainable impact
s172 statement
Engaging with our stakeholders – Our people
How the Board assesses, monitors and embeds
culture
48
80
81
100
Human rights Modern Slavery Statement
(available at https://nanoporetech.com/about/
modern-slavery-policy)
Board Diversity Policy
Conflict Minerals Policy
Risk management
Nomination Committee Report
Our sustainable impact
72
106
48
Social matters Modern Slavery Statement Our sustainable impact
s172 statement
Engaging with our stakeholders – Our communities
and the environment
Directors’ report
48
80
85
140
Anti bribery and
anti corruption
Anti-Bribery and Anti-Corruption Policy
Conflicts of Interest Policy
Our sustainable impact
Audit and Risk Committee report
48
109
Environmental matters Environment, Health and Safety Policy Our sustainable impact
s172 statement
Engaging with our stakeholders – Our communities
and the environment
48
80
85
The Group has policies and codes of conduct in place to ensure consistent governance. For the purpose of the non-financial reporting
requirements these include but are not limited to Anti-Bribery and Corruption Policy, Modern Slavery Statement, Whistleblowing Policy,
Anti-Facilitation of Tax Evasion Policy, Conflicts of Interest Policy, Privacy Policy, Data Retention Policy and Securities Dealing Code.
Corporate Governance Financial Statements Further InformationStrategic Report
Oxford Nanopore TechnologiesAnnual Report & Accounts 2024 87
Viability statement
The Directors have complied with Provision 31 of the UK Corporate
Governance Code, in which the Directors are required to issue a
viability statement declaring whether they believe the Group is able
to continue to operate over an appropriate period and state whether
they have a reasonable expectation that the Group will be able to
continue in operation and meet its liabilities as they fall due
throughout this period.
In doing so, the Directors have considered the Group’s prospects
taking into account its current financial position, its recent historical
performance, its business model and strategy (pages 30] to 39) and
the Principal Risks and Uncertainties (PRUs) (pages 72 to 79).
The Group’s prospects are assessed primarily through its strategic
planning process. This includes an annual review which considers
forecast profitability and cash flows over three years, culminating
in the Budget setting for the following year, approved by the Board
in November 2024. As part of this strategic planning process, the
forecast profitability and cash flows for the year are assessed each
quarter and any necessary revisions are made to the forecast
outcome for the year.
The first year of the forecast is based upon the Group’s Budget for
2025. The second and third years are based off this forecast, with a
top-down strategic overlay on revenues, gross margins and
operating expenses.
The Group’s financial forecasts are based on modelling of revenue
by product group. Detailed financial forecasts are then prepared for
the Group that considers orders, revenue, gross profit, capital
expenditure, working capital, cash flow and key financial ratios.
The planning process is led by the Chief Executive Officer and the
Chief Financial Officer through the Operating Committee and in
conjunction with relevant functions. The Board participates fully in
the annual process and has the task of considering whether the plan
continues to take appropriate account of the external environment
including technological, social and macro-economic changes.
As set out in the Audit and Risk Committee Report at pages 109 to 114,
the Audit and Risk Committee reviews and discusses with management
the schedules supporting the assessments of going concern and
viability.
Forecasts have been sensitised based on a series of scenarios
incorporating plausible yet severe impacts on revenue, cost inflation,
and consequently the Group’s consolidated cash position. In
constructing these scenarios the Directors have assessed the
viability of the Group’s operations while considering the following
fundamental properties of the business:
• A fast-growth revenue model;
• A variable cost structure which allows the Group to mitigate
adverse financial conditions via the flexing of its major cost items;
and
• The strong liquidity position of the Group.
Assessment period
In accordance with the UK Corporate Governance Code, the
Directors have reviewed the period in which to frame the viability
assessment and determined a three-year period of assessment to
31 December 2027 (the "viability assessment period") to be most
appropriate. This period is longer than the 12-month period from the
date of signing the consolidated financial statements (the "going
concern period"), as it provides an appropriate midpoint between the
Group’s short and long-term planning phases and is a typical and
comparable period for a business of this nature to be assessed over.
It is difficult to forecast revenue and costs beyond three years, given
that the Group’s revenue and costs are not materially covered by
long-term contracts; within three years, costs could be substantially
restructured to compensate for a major fall in revenue.
Assessment of viability
The output of the Group’s strategic planning process reflects the
Board’s best estimate of the future prospects of the business. To
make the assessment of viability, additional scenarios have been
modelled over and above those in the ongoing plan. These scenarios
were overlaid into the plan to quantify the potential impact of one or
more of the Group’s PRUs crystallising over the assessment period.
The Group’s PRUs are set out on pages 72 to 79. Each of the Group’s
principal risks has a potential impact and has therefore been
considered as part of the assessment; however only those that
represent severe but plausible scenarios have been modelled.
These were:
Scenario modelled
Principal risks
include in the scenario
(see pages 72 to 79)
1. Significant trading shortfall
To consider the possibility that the
Group is unsuccessful in growing its
revenue as intended due to a loss of
competitive advantage either through
an inability to continue to invest in its
product suite, the impact of trade
restrictions, pressures from reductions
in research funding, competitor or
channel partner actions or a malicious
cyber event.
We have modelled a significant
reduction in revenue to capture the
possibility of a reduction in new
customers and the loss of some existing
customers.
During this period the Group continues
to invest for growth and recovery
throughout with no cost-saving
measures.
Ability to penetrate new
markets
Ability to successfully
introduce products to
remain a technology
leader
Trade war, regional
conflict, fluctuations in
funding, inflation and price
competition
Reliance on channel
partners
Cyber security
Intellectual property
protection and
competition
2.Cost pressure
Reflecting the potential for supply chain
disruption, resulting in shortages and
consequential material cost price
inflation, impacted by a significant
macroeconomic event such as the
potential trading instability between the
US and China/others.
This could lead to an adverse impact on
gross profit where margins, profitability
and cash generation would be adversely
impacted.
Ability to make products:
supply chain and
manufacturing
Trade war, regional
conflict, fluctuations in
funding, inflation and price
competition
Oxford Nanopore Technologies Annual Report & Accounts 202488
The above scenarios were considered in isolation and cumulatively.
The results of the scenario modelling showed that the business
would be able to withstand each of the scenarios in isolation, without
recourse to mitigating actions. On a combined basis, minor
mitigating actions such as growing costs less than the base case are
required.
In the event that scenarios such as those tested were to occur, the
Directors would also have a number of controllable mitigating
options available to maintain the Group’s financial position including
cost-reduction measures should they be required, and raising
external financing.
Confirmation of longer-term viability
Based on the assessments as outlined above, the Directors have
assessed the prospects of the Group over a period they deem to be
appropriate and confirm that they have a reasonable expectation
that the Group will be able to continue in operation and meet its
liabilities as they fall due over the three-year period ending
December 2027.
The Audit and Risk Committee reviewed the process undertaken and
challenged whether management’s assessment of the principal and
emerging risks facing Oxford Nanopore and their potential impact
were appropriate. This involved reviewing Oxford Nanopore’s
financial performance, forecast for 2025, cash flow projections and
considering these against Oxford Nanopore’s substantial available
cash reserves. The Audit and Risk Committee also considered
whether there were any additional risks which could impair solvency
or which, whilst not necessarily principal risks in themselves, could
become severe if they occur in conjunction with other risks. Based on
this assessment of prospects and stress-test scenarios, together
with its review of principal risks and the effectiveness of risk
management procedures, the Directors confirm that they have a
reasonable expectation that the Company will be able to continue in
operation and meet its liabilities as they fall due over the period to
31 December 2027.
The Strategic Report, which has been prepared in accordance with
the requirements of the Companies Act 2006, has been approved by
the Board and signed on its behalf.
On behalf of the Board
Duncan Tatton-Brown
Chair of the Board
18 March 2025
Corporate Governance Financial Statements Further InformationStrategic Report
Oxford Nanopore TechnologiesAnnual Report & Accounts 2024 89
Corporate
Governance
68—
151
Oxford Nanopore Technologies Annual Report & Accounts 202490
90 Corporate Governance
92 Chair’s corporate governance statement
94 Governance at a glance
96 Board of Directors
99 Corporate governance report
106 Nomination Committee report
109 Audit and Risk Committee report
115 Directors’ remuneration report
140 Directors’ report
143 Directors’ responsibilities statement
144 Independent Auditor’s Report
Corporate Governance Financial Statements Further InformationStrategic Report
Oxford Nanopore TechnologiesAnnual Report & Accounts 2024 91
Chair’s corporate governance statement
Dear Shareholder,
On behalf of the Board, I am pleased to present our Corporate
Governance report for the financial year ended 31 December 2024.
We further strengthened our Board structure during 2024, as well
as continuing to engage with our various stakeholders in order to
communicate the Group’s vision and strategy. This included hosting
our first Biopharma Day in September, which showcased the
potential of the Group’s technology in the precision medicine space
to a wide range of attendees in the biopharmaceutical industry.
The Company continued regular engagement with investor
stakeholders through in-person meetings and attendance at key
conferences, including the J.P. Morgan Healthcare Conference,
engagement with employee stakeholders via all-employee
meetings and the Company’s Values in Action programme, and
engagement with customers, including by attendance at most
industry conferences and the Company’s own ‘What you’re missing
matters’ events held in 27 locations around the world.
The Board remains firmly committed to strong corporate
governance, which includes compliance with the UK
Corporate Governance Code 2018 (Code) which is available
at www.frc.org.uk/library/standards-codes-policy/
corporate-governance/uk-corporate-governance-code. While we
had previously been complying with the Code on a voluntary
basis, it now formally applies to us as a result of the Company’s
successful transfer to the equity shares (commercial companies)
segment of the London Stock Exchange in November 2024.
This report explains the key features of the Company’s governance
framework and how it complies with the Code. I am pleased to
report that for the year ending 31 December 2024, subject to one
exception as noted below, the Company fully complied with the
Code.
1
The Board intends to ensure that the Group fully complies with the
new UK Corporate Governance Code 2024 for the financial year
ending 31 December 2025.
Board composition and diversity
The composition of the Board is regularly reviewed to ensure that
it has the requisite skills, experience, and balance, including with
respect to diversity.
We welcomed Nick Keher as Chief Financial Officer and Director in
January 2024, succeeding Tim Cowper, who moved into a new role
as Chief Operating Officer. Nick’s appointment was approved by
shareholders at the 2024 AGM. Tim, Dr Spike Willcocks and
Wendy Becker resigned from the Board in June 2024, having not
stood for re-election at the Company’s 2024 AGM. Tim and Spike
remain in their operational leadership roles at the Company. Clive
Brown stepped down from the Board with immediate effect in
February 2024.
As previously announced, we were pleased to welcome Dr Daniel
Mahony to the Group as a Non-Executive Director in October 2024.
Dr Guy Harmelin stepped down from the Board with immediate
effect in October 2024.
These changes have increased the percentage of independent
directors on the Board from 66.7% as at 31 December 2023 to
77.8% as at 31 December 2024.
Following the resignation of Wendy Becker, John O’Higgins was
appointed interim chair of the Remuneration Committee. The Board
also resolved to appoint Kate Priestman as the Company’s new SID
in December 2024.
The appointments of Kate Priestman, Dr Heather Preston and
Dr Sarah Fortune to the Board (which took place during 2023)
were approved by shareholders at the 2024 AGM.
As at 31 December 2024, the Board had 33.3% female
representation on its Board. The Company remains committed to
achieving the target for 40% female representation on its Board.
Oxford Nanopore meets the ethnic minority representation targets
set out in the Parker Review and the new UK Listing Rules. We also
meet the UK Listing Rule recommendation to have a female director
in at least one senior Board position.
Board effectiveness review
In accordance with Code Provision 21, the Company appointed
Independent Audit Limited to conduct its first externally facilitated
review of board effectiveness, which took place in Q4 2024 and Q1
2025. Preliminary outcomes of this review and suggested action
points were discussed at the Board meeting in March 2025. You can
find further information of the process we have undertaken, in
addition to the Board’s review of progress against the actions from
last year’s internal review, on page 104.
During the year, we launched our first ever
Board review facilitated by an external provider.
This will help us enhance the Company’s
corporate governance structure and ensure
that it is set up to contribute to the Company’s
long-term sustainable success.”
Duncan Tatton-Brown
Chair
1 Following Wendy Becker’s resignation from the Board in June 2024, the
Company did not have a Senior Independent Director (SID) until the
appointment of Kate Priestman as SID in December 2024.
Oxford Nanopore Technologies Annual Report & Accounts 202492
Stakeholders
Stakeholder engagement and trust are critical for us to achieve
the Group’s strategic aims. We recognise the importance of
having open and effective communication with stakeholders
and understanding the range of matters that are important to
stakeholders so that these form part of the Board’s discussions
and decision-making.
In September, the Group hosted its first Biopharma Day following
the Nanopore Community Meeting in Boston. This successful event
highlighted the potential of the Group’s nanopore technology for use
in drug discovery, biopharma QC, and precision medicine, including
therapeutics, mRNA vaccines, and companion diagnostics, with
various speakers and panellists from the biopharmaceutical industry,
and emphasised our ambitions in this important growth market.
For more information regarding shareholder engagement,
including the key stakeholder groups and engagement activities
that have taken place during the year, please see pages 80 to 86.
Annual General Meeting (“AGM”)
The Company’s 2024 AGM was held on 10 June 2024, and we were
pleased to receive in excess of 94% of votes cast in favour for all of
the resolutions.
The Board welcomes opportunities to discuss matters relating
to corporate governance with shareholders at any time during the
year, including at its AGM. The 2025 AGM is scheduled to take place
at the Company’s offices as Gosling Building, Edmund Halley Road,
Oxford Science Park, Oxford, OX4 4DQ at 10.30am on 4 June 2025.
The Notice of AGM contains details of the resolutions to be proposed
at the meeting and explanatory notes on those resolutions.
Looking forwards
As a Board, we will continue to focus on delivering our strategic
aims, maintaining good corporate governance and continuing to
enhance the Company’s culture of innovation.
Duncan Tatton-Brown
Chair
18 March 2025
Application of the Principles in the UK Corporate
Governance Code
The following table sets out sections in this report which address
how the Company has complied with the Principles of the Code.
UK Corporate
Code section Location of Information
Board leadership
and company
purpose
‘Board leadership and company purpose’ on page 99
and ‘Governance at a glance’ on page 94 detail the
role of the Board and how it promotes the long-term
sustainable success of the Company. Information
regarding ‘How the Board assesses, monitors and
embeds culture’ is contained on page 100
‘Internal controls and risk management environment’
on page 11] details the board’s responsibility for the
operation of an effective system of internal control and
risk management
‘Section 172 statement and stakeholder engagement’
on pages 80 to 86 addresses the Board’s engagement
with the Company’s different stakeholders (including
the workforce on page 81), and demonstrates how
stakeholder feedback influences Board decision-making
Division of
responsibilities
‘Division of responsibilities’ on page 101 and ‘Roles
and responsibilities of the Board’ on page 102 set out
the respective roles of the Company’s Board and its
executive leadership
‘Composition, succession and evaluation’ on page 103
contains information regarding Non-Executive Directors
and their independence
Details of the Directors, including their significant
external appointments, are included on pages 96 to 98
‘Board meetings and provision of information’ on
page 103 sets out details of Board meetings and the
information provided to Directors that enable the Board
to carry out its role
UK Corporate
Code section Location of Information
Composition,
succession and
evaluation
‘Composition, succession and evaluation’ on page
103 provides details regarding the process for recent
Board appointments, and information regarding Board
diversity is provided within the Nomination Committee
report at pages 106 to 108
Details of the Directors, including their experience and
length of service, are included on pages 96 to 98
Information regarding the Company’s approach to
‘Succession planning’ is contained on page 108
Audit, risk and
internal control
Details regarding ‘Independence and performance
of the auditor’ are contained in the Audit and Risk
Committee report on page 114
Information regarding how the Board ensures that
the Annual Report and Financial Statements are fair,
balanced and understandable is contained on page 112
‘Internal controls and risk management environment’
on page 113 discusses the Board’s oversight of the
Company’s internal control framework
Remuneration ‘Remuneration Policy’ on pages 130 to 134 details how
remuneration policies and practices are aligned to the
Company’s long-term strategy
The role of the Remuneration Committee in developing
the Company’s remuneration policy is set out on pages
116 to 118, and page 135 contains discussion of the
Remuneration Committee’s discretion in operating the
Company’s incentive plans
Corporate Governance Financial Statements Further Information
Strategic Report
Oxford Nanopore TechnologiesAnnual Report & Accounts 2024 93
Governance at a glance
• Reviewed and approved half-year and annual
results
• Approved 2025 annual budget
• Appointed Nick Keher as Chief Financial Officer
• Appointed Dr Daniel Mahony as Non-Executive
Director
• Appointed Kate Priestman as the new Senior
Independent Director
• Received updates from CEO and CFO on
operational performance
• Worked with Independent Audit Limited in
respect of first externally facilitated Board
effectiveness review
• Considered the principal risks and emerging risks
• Reviewed the Group’s compliance with the
Corporate Governance Code
• Oversaw a successful £80 million equity issue,
including a new £50 million strategic investment
from Novo Holdings
• Oversaw the Company’s successful application to
the Equity Shares (Commercial Company) listing
category of the London Stock Exchange, with
Citigroup Global Markets Limited (“Citi”) acting as
sponsor
• Received presentations from the Group’s brokers
and external lawyers
• Received updates following the Company’s major
customer conferences
• Approved the appointment of Berenberg as joint
broker
• Received reports and updates on investor relation
activities
2024 Board activities
All employees
Male 792 (57%)
Female 590 (43%)
Operating Committee direct reports
1
Male 38 (49%)
Female 39 (51%)
1 Excluding administrative support
Board
Male 6 (67%)
Female 3 (33%)
Male 8 (67%)
Female 4 (33%)
Operating Committee
Gender diversity as at 31 December 2024
Oxford Nanopore Technologies Annual Report & Accounts 202494
Board meeting attendance
The following table shows attendance at Board meetings during 2024:
Director
Scheduled meetings
attended
Percentage of
meetings attended
Wendy Becker* 4/4 100%
Clive Brown** 1/2 50%
Tim Cowper* 4/4 100%
Dr Sarah Fortune 8/8 100%
Dr Guy Harmelin*** 5/7 71%
Adrian Hennah 8 / 8 100%
John O’Higgins 8/8 100%
Nick Keher 8/8 100%
Dr Daniel Mahony*** 1/1 100%
Dr Heather Preston 8/8 100%
Kate Priestman 8/8 100%
Dr Gordon Sanghera 8/8 100%
Duncan Tatton-Brown 8/8 100%
Dr Spike Willcocks* 4/4 100%
* Wendy Becker, Tim Cowper and Dr Spike Willcocks stepped down from the Board at the 2024 AGM on 10 June 2024
** Clive Brown stepped down from the Board on 29 February 2024. He did not attend the Board meeting held the day immediately before this date at which his
resignation was discussed.
*** Dr Daniel Mahony was appointed to the Board and Dr Guy Harmelin stepped down from the Board on 1 October 2024. It was agreed with Guy that he would not
attend the Board meetings in August and September 2024 prior to his departure.
0-2 years 6
3-6 years 2
Over 6 years 1
Board tenure
White British or other White 8
Mixed/Multiple Ethnic Groups 1
Asian/Asian British 2
Black/African/Caribbean/
Black British 0
Other ethnic group 0
Prefer not to say 1
Operating Committee
Chair 1
Executive Directors 2
Independent
Non-Executive Directors 6
Board composition
White British or other White 7
Mixed/Multiple Ethnic Groups 0
Asian/Asian British 1
Black/African/Caribbean/
Black British 0
Other ethnic group 0
Prefer not to say 1
Board
Board composition as at 31 December 2024
Ethnic diversity as at 31 December 2024
Corporate Governance Financial Statements Further InformationStrategic Report
Oxford Nanopore TechnologiesAnnual Report & Accounts 2024 95
Duncan Tatton-Brown
Non-Executive Chair
Key to Committees |
Audit and Risk Committee |
Nomination Committee |
Remuneration Committee |
Chair |
Board of Directors |
| Appointed: | 1 August 2022 |
| Tenure: | 2 years |
| Independent: | N/A |
Committee |
| Appointed: | 23 May 2005 |
| Tenure: | 19 years |
| Independent: | No |
Committee |
Skills and experience:
Duncan brings extensive, relevant experience as an executive and non-executive director
of FTSE companies, growth and founder-led technology businesses, and, in particular,
where UK-born businesses have grown to have a strong international commercial
presence. He has had a distinguished career across a wide range of innovative businesses
in the technology, retail, and media sectors, including serving as Chief Financial Officer of
Ocado Group plc from 2012 to 2020, during which time the business expanded from being
a pure-play online grocer to a leading UK technology business serving clients around the
world, with revenue growing 3.5 times and technology headcount growing 10-fold.
Duncan holds a master’s degree in engineering from King’s College, Cambridge.
Current significant external appointments:
Duncan serves on the board of Trainline plc and chairs Wednesday Topco Limited, the company
behind loveholidays.com.
Dr Gordon Sanghera, CBE
Chief Executive Officer
Skills and experience:
Gordon is a co-founder of Oxford Nanopore along with Spike Willcocks and Hagan Bayley.
He was appointed CEO in May 2005 and has led the Company through multiple financing
rounds, and in 2021, a listing on the London Stock Exchange.
Gordon has significant experience in the design, development and global launch of
disruptive platform sensor technologies. Prior to working at the Company, Gordon spent
16 years at MediSense, Inc. Following its acquisition by Abbott Laboratories, Gordon held
both UK and US Vice President and director positions, including as Vice President for
Worldwide Marketing, Research Director, and Manufacturing Process Development
Director. During this time, he was instrumental in the launch of several generations of
blood glucose bio-electronic systems for the consumer and hospital medical markets.
Gordon has a doctorate in bio-electronic technology and a degree in chemistry from
Cardiff University.
Current significant external appointments:
None
Nick Keher
Chief Financial Officer
Skills and experience:
Nick is an experienced life sciences CFO, having previously served as CFO of Clinigen Group
and Benevolent AI. Prior to his CFO roles, he gained extensive experience in the life
sciences industry serving as Managing Director and Head of the European healthcare
equity research team at Royal Bank of Canada, and before that held roles at Investec and
GSK after switching from practising pharmacy.
Nick has significant experience of financial leadership of complex, scientific businesses,
and has a deep understanding of capital markets. Nick was appointed CFO in January
2024 and has responsibility for the Group’s finance function and investor relations function.
Nick has a master’s degree in pharmacy from Aston University and is a qualified chartered
accountant.
Current significant external appointments:
None
| Appointed: | 22 January 2024 |
| Tenure: | 1 year |
| Independent: | No |
| Committee | None |
Oxford Nanopore Technologies Annual Report & Accounts 202496
Dr Sarah Fortune
Non-Executive Director
Skills and experience:
As a Professor of Immunology and Infectious Diseases at the Harvard T.H. Chan School of
Public Health in Boston, Dr Sarah Fortune brings deep expertise in genomic diagnostics
and multi-omics approaches to infectious disease, including at the intersection of human
genetics. Her world-leading research has focused on understanding how Tuberculosis (TB)
mutates to become drug resistant using a combination of single cell, genetic, and genomic
approaches, including nanopore sequencing. In 2019, she led one of three labs awarded
funding by the US National Institutes of Health to establish a new centre for immunology
research to accelerate progress in TB vaccine development – work that remains ongoing.
Oxford Nanopore will draw on Sarah’s rich experience as the Company seeks to develop
more sequencing-based applications in the clinical space, including its first
sequencing-based test for drug-resistant TB.
Sarah holds a Doctor of Medicine from Columbia University and a Bachelor of Science in
biology from Yale University.
Current significant external appointments:
None
Adrian Hennah
Non-Executive Director
Skills and experience:
Adrian spent 18 years in Chief Financial Officer roles at three FTSE 100 companies and his
executive career spans healthcare, engineering, and fast-moving consumer goods. He was
CFO at Reckitt Benckiser Group plc and held the same positions at Smith & Nephew plc and
Invensys plc (now Invensys Limited). Prior to this, he spent 18 years at GlaxoSmithKline plc
working in both finance and operations. Adrian has also recently completed a nine-year
term as a director on the board of RELX plc. Adrian began his career working in audit and
consultancy with PwC and Stadtsparkasse KölnBonn, the German regional bank.
Adrian holds a degree in law and economics from the University of Cambridge.
Current significant external appointments:
Adrian currently serves as a non-executive director of Unilever plc and J Sainsbury plc
where he is also Chair of the Audit Committee. Adrian also serves as a Trustee of the
charity, “Our Future Health” and as a Council Member of Imperial College, London.
John O’Higgins
Non-Executive Director
Skills and experience:
From 2006 to 2018 John was the Chief Executive Officer of Spectris plc, an international
productivity-enhancing instrumentation and controls business, where he led rapid global
growth and evolution of the company as it pursued multiple market applications from
a board technology platform. From 2010 to 2015, he was a non-executive director of
Exide Technologies, Inc. a US-based supplier of battery technology to automotive and
industrial users.
John has a Master of Business Administration from INSEAD and a master’s degree in
mechanical engineering from Purdue University.
Current significant external appointments:
John currently serves as a non-executive director of Johnson Matthey plc and as chairman
of Elementis plc. John is also a director of Envea Global SA.
Appointed: 19 December 2023
Tenure: 1 year
Independent: Yes
Committee
memberships:
Appointed: 24 June 2021
Tenure: 3 years
Independent: Yes
Committee
memberships:
Appointed: 19 September 2019
Tenure: 5 years
Independent: Yes
Committee
memberships:
Non-Executive Directors
Corporate Governance Financial Statements Further InformationStrategic Report
Oxford Nanopore TechnologiesAnnual Report & Accounts 2024 97
Dr Daniel Mahony
Non-Executive Director
Key to Committees
Audit and Risk Committee
Nomination Committee
Remuneration Committee
Chair
Board of Directors continued
Appointed: 1 October 2024*
Tenure: Less than 1 year
Independent: Yes
Committee
Appointed: 19 December 2023
Tenure: 1 year
Independent: Yes
Committee
Skills and experience:
Daniel has more than 25 years’ experience as a global healthcare investor specialising in
biotechnology, medical technology, and healthcare services. As Senior Partner in Growth
Investments at Novo Holdings, Daniel has insights across a number of market sectors,
but most specifically in respect of commercial opportunities in biopharmaceuticals.
Prior to joining Novo Holdings, Daniel co-founded the healthcare business unit at Polar
Capital in London, growing it to more than $4 billion in assets under management. He was
formerly a Senior Research Analyst at Morgan Stanley in London, an Analyst at ING Barings
Furman Selz in New York, and completed his postdoctoral work at DNAX Research Institute
in Palo Alto.
Current significant external appointments:
Daniel currently chairs the UK BioIndustry Association and is a non-executive director of Evosep
A/S, Keepabl Ltd, and the Wellcome Sanger Institute.
*Shareholders will be required to approve Daniel’s appointment at the 2025 AGM.
Dr Heather Preston
Non-Executive Director
Skills and experience:
Heather brings more than 30 years of experience in healthcare as a scientist, physician,
McKinsey management consultant, and long-time investor in biotech and the life sciences,
most recently as a Managing Partner of Pivotal BioVentures based in San Francisco. She
has been a director of more than 18 private and public technology-based healthcare
companies, where she was involved in designing and implementing effective scaling
strategies. Oxford Nanopore will draw on her expertise as it looks to deliver long-term
growth and shareholder value.
Heather holds a Doctor of Medicine from the University of Oxford and a Bachelor of Science
in biochemistry from St Bartholomew’s Hospital Medical School at the University of London.
Current significant external appointments:
Heather currently serves on the Board of Oxford Biomedica plc, Azura Ophthalmics, Aligos
Therapeutics, Inc, and Invenra, Inc.
Kate Priestman
Non-Executive Director, Senior Independent
Director and Director responsible for
Workforce Engagement
Skills and experience:
Kate brings extensive experience as a biopharma executive for more than 25 years, serving
in leadership roles across commercial, operations, corporate strategy, communications,
and government affairs. She is currently Chief Corporate and External Affairs Officer on the
management team of global biopharma CSL Limited, and was previously Senior Vice
President of R&D Strategy, Portfolio and Operations at GSK plc, where she led the evolution
of GSK’s science and technology strategy, portfolio management and global R&D
operations & business transformation, helping steer the FTSE 100 company’s growth.
Kate also served on GSK’s separation board, delivering the successful spin-out of
Haleon plc in 2022.
In addition, she previously held global and UK roles at Eli Lilly & Co and Zeneca, after an
early career at the BBC, where she spent several years as a broadcaster. Kate currently also
serves as a Trustee of RBG Kew, an organisation with around 500 scientists working
globally to understand plant biology and fight biodiversity loss.
Current significant external appointments:
None
Appointed: 13 July 2023
Tenure: 1 year
Independent: Yes
Committee
Non-Executive Directors
Oxford Nanopore Technologies Annual Report & Accounts 202498
Corporate Governance report
The Board
The Board is responsible for establishing the purpose, values,
and strategy for the Group and has overall authority for the
management and conduct of its business. The Board is also
responsible for approving strategic plans, financial statements,
acquisitions and disposals, major contracts, projects, and capital
expenditure. The Board is focused on ensuring the long-term
sustainable success of the Group and the continuous creation
of value for its shareholders and stakeholders.
Compliance with the Code
The Group is committed to a high standard of corporate
governance and continues to focus on the evolution of its corporate
governance framework. For the year ending 31 December 2024,
subject to one exception as noted below, the Company was in full
compliance with the provisions of the Code.
1
Matters reserved for the Board
The Board has identified certain reserved matters for its approval.
The schedule of matters reserved for the Board, along with the
terms of reference for each of the Audit and Risk, Remuneration, and
Nomination Committees can be found on the Company’s website at
https://nanoporetech.com/about/investors/corporate-governance.
The schedule of matters reserved for the Board was reviewed in
March 2024 and it was concluded that no updates were required.
Key matters reserved for the Board
Strategy and management
• Establishing the Group’s purpose, values, objectives,
strategic and long-range plan, and monitoring culture
• Approval of strategic aims
• Approval of budgets
Structure and capital
• Approving or recommending changes to share capital
• Approving major changes to corporate structure
Financial reporting and controls
• Approval of annual report and accounts
• Approval of half-yearly report
• Approval of treasury policies
Audit, internal controls, and risk management
• Overseeing maintenance of a sound system of internal
control and risk management
Contracts
• Approving major capital projects, contracts, commitments,
expenditures or disposals
Stakeholder engagement and communication
• Receiving reports on, and reviewing the effectiveness
of dialogue with shareholders and wider stakeholders
• Considering balance of stakeholder interests in accordance
with s172 obligations
Board membership and other appointments
• Overseeing Nomination Committee, which leads on Board
appointments and succession planning
• Approving Board appointments
Remuneration
• Overseeing Remuneration Committee
Delegation of authority
• Agreeing division of responsibility between Chair and CEO
• Approving delegated levels of authority
Corporate governance matters
• Undertaking review of its own performance, committee
performance, and individual director performance
Policies
• Approving formal corporate policies
Board leadership and company purpose
1 Following Wendy Becker’s resignation from the Board in June 2024, the
Company did not have a Senior Independent Director (SID) until the
appointment of Kate Priestman as SID in December 2024.
Corporate Governance Financial Statements Further InformationStrategic Report
Oxford Nanopore TechnologiesAnnual Report & Accounts 2024 99
Corporate Governance report continued
How the Board oversees environmental and social issues
The Board has overall responsibility in respect of environmental
and social issues. As part of the Group’s risk management
framework, environmental, health and safety risks are escalated
to the Board for review. The Board is ultimately responsible
for policies including in respect of ethics, health and safety,
and diversity.
Further details of the Board’s overall responsibility for
environmental issues can be found on page 67.
How the Board assesses, monitors and embeds culture
The Board recognises that the Group’s culture is key to ensuring
its long-term success and understands that everyone who works
for Oxford Nanopore shares in the vision to create a positive
impact in society. The Group’s purpose of enabling the analysis of
anything, by anyone, anywhere drives and motivates a deep level
of commitment from its employees and wider workforce, which
facilitates a positive, determined, and supportive culture.
Since Oxford Nanopore originated as a disruptive start-up,
conversation, challenge and connection has been essential to
our success and defines our culture to this day. As we expand
and develop, we have considered how this culture can continue
to ignite our imagination and inspire our approach.
The Board is able to gain insights into the Group’s culture, including
by being invited to the Company’s customer and industry events,
and engaging informally with senior management, such as at Board
dinners. Directors are also actively involved in the shaping of the
Group’s culture. For example, the CEO and the NED for workforce
engagement were involved in the redesign of the Values in Action
framework (see below).
Values in Action (ViA)
The ViA community was originally designed to reflect six interest
groups (known as ‘pods’) to represent the core themes which
drive a highly engaged and impactful organisation: Opportunity
and Belonging, Wellbeing, Social and Community, Internal
Communications, Career Development, and Environment.
Our pods are supported in their activity by our senior leadership
team, through two roles:
• Business unit Advocates who help pod members navigate
contacts and themes in a specific business area
• Sponsors who mentor a specific pod and support emergent ideas
for the benefit of the whole organisation
Since the pods were established in 2022, they have met at least
monthly during the year and members of each pod also join the
CEO at a collective Hub meeting. At the first Hub meeting of 2024
a unanimous vote was taken, with the agreement of the CEO, SVP
Global Human Resources, and NED for workforce engagement, to
re-imagine the structure of the ViA community and regionalise the
network. Membership was realigned and new membership was
invited, to establish dedicated communities in each region – AMR,
APAC and EMEAI – allowing for local themes, culture and priorities
to be better served.
As the community moves into 2025, they will play an integral role in
supporting initiatives to embody and embed the planned evolution
of our organisational values as “cultural cornerstones”.
Three notable initiatives from the ViA during 2024 were:
• The Social & Community pod piloting a volunteering project
in Harwell, with a view to establishing a process and criteria
for expansion of volunteering opportunities globally.
• The Environment pod collaborating with colleagues in
Environmental Health & Safety to support roll-out of a recycling
initiative on the Oxford Science Park buildings, as well as
provision of a bike repair station to promote cycling to work.
• The Wellbeing pod, in collaboration with the Group Reward
Team, planning and hosting a week of awareness, in celebration
of World Wellbeing Week. Practical yoga, meditation, and
neuroscience-led Physical Intelligence sessions were
complimented with educational health seminars, highlighting the
holistic ranges of benefits on offer for colleagues in each region.
Oxford Nanopore Technologies Annual Report & Accounts 2024100
To maximise its effectiveness and ensure sufficient time can be devoted to matters requiring its attention, the Board has delegated
authority in certain areas to its Board Committees. Each Board Committee has terms of reference which are reviewed annually.
Division of responsibilities
Audit and Risk Committee
Pages 109-114
The Audit and Risk Committee’s role is to
assist the Board with the discharge of its
responsibilities in relation to financial
reporting and, in particular, to:
• Review the Company’s financial
statements and accounting policies,
internal and external audits and
controls
• Review and monitor the scope of the
annual audit and the extent of the
non-audit work undertaken by
external auditors
• Advise on the appointment of external
auditors
• Review the effectiveness of the
internal audit, internal controls,
whistleblowing, and fraud systems
in place within the Company
The Audit and Risk Committee meets at
least four times each year and otherwise
as required. In 2024, the Audit and Risk
Committee met five times.
Remuneration Committee
Pages 115-139
The Remuneration Committee’s role is to:
• Develop the policy on executive
remuneration including bonuses,
incentive payments, and pension
arrangements
• Determine the levels of remuneration
for the Chair, the Executive Directors,
the Company Secretary, senior
management and such other
members of the Company’s
management as determined by
the Board
• Oversee the implementation of the
Company’s employee share plans
• Ensure that a report on the Directors’
remuneration policy and practices is
included in the Annual Report (please
see pages 119-129) and that such
policy is submitted to the Ordinary
Shareholders for approval at the AGM
The Remuneration Committee meets at
least twice each year and otherwise as
required. In 2024, the Remuneration
Committee met three times.
Nomination Committee
Pages 106-108
The Nomination Committee’s role is to:
• Review the leadership needs of the
Company and lead the process for the
appointments of Directors and senior
management
• Review the balance of skills,
knowledge, experience,
independence, and diversity of the
Board and senior management
• Be responsible for succession
planning to ensure the long-term
success of the Company
The Nomination Committee meets at
least twice each year and otherwise
as required. In 2024, the Nomination
Committee met three times.
Board
Executive Directors
• Chief Executive Officer
• Chief Financial Officer
Operating Committee – page 102
The Operating Committee is a committee of senior managers
responsible for developing the Company’s purpose, values,
objectives, culture, strategic and long-range plans. The
Operating Committee is also responsible for the Company’s
market disclosure requirements and oversees compliance with
the Market Abuse Regulation.
The Operating Committee meets on a monthly basis and
otherwise as required.
Delegated authorities
The Company has a formal delegation of authority policy in
place which establishes a clear framework for the use of any
authority delegated from the Board to certain individuals
within the Company in order to facilitate effective and efficient
management of the business of the Company. The policy also
details financial authority limits for employees at all levels within
the business. The Company has worked throughout 2024 on
a revised delegation of authority expected to be rolled out
in 2025, with the objective of accelerating achievement of
Company objectives by empowering regions and persons to
act independently within prescribed guardrails.
Corporate Governance Financial Statements Further InformationStrategic Report
Oxford Nanopore TechnologiesAnnual Report & Accounts 2024 101
Corporate Governance report continued
Roles and responsibilities of the Board
Chair • Leads and manages the business of the Board
• Ensures clear structure for effective operation
of the Board and its Committees
• Promotes high standards of governance
• Sets Board agenda
• Ensures effective communication
with shareholders
Chief
Executive
Officer
• Leads on development and delivery of strategy
with the Chief Strategy Officer
• Responsible for the day-to-day management
of the business and sets operational targets
• Leads delivery of the Company’s operating plans
and budgets
• Ensures the Company’s financial structure and
capacity support the Company’s objectives and
implements the Board’s decisions
• Maintains an active dialogue with shareholders
in respect of the Company’s performance
Chief
Financial
Officer
• Responsible for the Company’s financial
and investor relations matters
• Sets the Company’s budget and ensures the
Company remains appropriately funded
• Responsible for financial reporting
• Responsible for identification and mitigation
of risk
• Leads the Company’s tax and treasury functions
Non-
Executive
Directors
• Use outside expertise to support the Executive
Directors and the senior leadership team
• Provide constructive challenge to the
development of strategy
Senior
Independent
Director
• Acts as a sounding board for the Chair and
acts as intermediary between the Chair and the
other Directors
• Available to shareholders to discuss their views
Company
Secretary
• Ensures the right Board policies and procedures
are in place and followed
• Advises the Board on corporate
governance matters
Operating Committee
Committee Members
Thomas Bray (VP, Business Development) – joined March 2025
Rich Compton (SVP, Sales & Commercial Operations)
Tim Cowper (Chief Operating Officer)
Oliver Hartwell (VP, Strategic Planning) – joined March 2025
Jordan Herman (SVP, General Counsel)
Dr Lakmal Jayasinghe (Chief Scientific Officer)
Nick Keher (Chief Financial Officer)
Sarah Lapworth (SVP, Global Human Resources)
Zoe McDougall (SVP, Strategic Communications and Corporate
Affairs)
Dr Gordon Sanghera (Chief Executive Officer)
John Schoellerman (SVP, Corporate and Business Development)
Rosemary Sinclair Dokos (Chief Product & Marketing Officer)
Carolyn Tregidgo (VP, Late Stage and Applied Product Development)
Dr Spike Willcocks (Chief Strategy Officer)
Purpose and responsibilities
The Committee’s role is to assist the Board with its remit of
responsibilities in relation to corporate operations, including to:
• Develop the Group’s purpose, values, objectives, culture,
strategic and long-range plans;
• Develop annual operating and capital expenditure
budget targets;
• Align Group priorities;
• Facilitate communications and engagement with key meetings;
• Identify and mitigate risk and review and approve updates to
risk register;
• Develop Board agenda;
• Review and manage key projects, strategic and significant
transactions and major litigation;
• Review financial updates, including revenue update, material
budget variances; and
• Act as Disclosure Committee and oversee the Company’s
compliance with its disclosure obligations.
The Operating Committee meets on a monthly basis and otherwise
as required.
Operating Committee’s focus on risk
Risk is a standing discussion item in each Operating Committee
meeting. Based on a recommendation of the CEO, the Board
defines and adjusts the Company’s risk tolerance. The risks and
mitigation are documented in the Company’s Risk Register.
The representatives of each departmental meeting who serve
on the Operating Committee escalate risks identified in the
departmental tactical meetings for review in the Operating
Committee. The Operating Committee reviews and updates the
Risk Register twice each year and reports to the Audit and Risk
Committee on risks and mitigation twice yearly (and as needed
on an ad hoc basis).
The Audit and Risk Committee reports to the Board.
The Operating Committee shares the direction from the
Board with each department.
Oxford Nanopore Technologies Annual Report & Accounts 2024102
Composition, succession and evaluation
Board composition
As at 31 December 2024, there were nine Directors on the Board.
The biographies for each Director are provided on pages 96 to 98.
In January 2024, the Company welcomed Nick Keher as Chief
Financial Officer, succeeding Tim Cowper, and as a member of the
Board. Nick is an experienced life sciences CFO, having previously
served as CFO of Clinigen Group and Benevolent AI. Prior to his CFO
roles he gained extensive experience in the life sciences industry,
serving as Managing Director and Head of the European healthcare
equity research team at Royal Bank of Canada (RBC) and before that
held roles at Investec and GSK after switching from practising
pharmacy. He brings significant experience of financial leadership
of complex, scientific businesses, and has a deep understanding of
capital markets. Nick has responsibility for the Group’s finance and
investor relations functions. Nick’s appointment was approved by
shareholders at the 2024 AGM.
As previously disclosed, Clive Brown stepped down from the Board
in February 2024, and Wendy Becker, Tim Cowper and Dr Spike
Willcocks did not stand for re-election at the 2024 AGM, thereby
leaving the Board in June 2024. Clive Brown remained Chief
Technology, Innovation, and Product Officer until November 2024.
Tim Cowper and Dr Spike Willcocks remain Chief Operating Officer
and Chief Strategy Officer of the Company respectively.
In October 2024, the Board welcomed Dr Daniel Mahony as a
Non-Executive Director of the Company. Dr Guy Harmelin resigned
from the Board in October 2024 after four years of service.
The Board unanimously recommends to shareholders
the appointment Dr Daniel Mahony.
Daniel brings extensive sector experience to help accelerate the
Group’s strategic evolution, with more than 25 years as a global
healthcare investor specialising in biotechnology, medical
technology, and healthcare services. As Senior Partner in Growth
Investments at Novo Holdings, Daniel will serve as a critical
sounding board to the Group as it continues to advance its
technology platform across a number of market sectors, but most
specifically for the significant commercial opportunity in
biopharmaceuticals. In addition, he currently chairs the UK
BioIndustry Association and is a Non-Executive Director of Evosep
A/S, Keepabl Ltd, and the Wellcome Sanger Institute.
Prior to joining Novo Holdings, Daniel co-founded the healthcare
business unit at Polar Capital in London, growing it to more than
$4 billion in assets under management. He was formerly a Senior
Research Analyst at Morgan Stanley in London, an Analyst at ING
Barings Furman Selz in New York, and completed his postdoctoral
work at DNAX Research Institute in Palo Alto.
The Board is satisfied that, having considered the other demands
on his time, Daniel has sufficient time to devote to his role as
Non-Executive Director.
These changes are part of normal Board evolution and in line with
best practice governance.
Non-Executive Directors and independence
The Non-Executive Directors constructively challenge and
scrutinise the performance of the Executive Directors and
senior management team. The Company regards each of its
Non-Executive Directors as independent within the meaning of
the Code. There are no circumstances which are likely to impair,
or could impair, each Non-Executive Director’s independence.
The Company complies with the Code recommendation that at
least half of the Board (excluding the Chair) should be independent.
The recent changes to Board composition have increased the
percentage of independent directors on the Board from 66.7%
as at 31 December 2023 to 77.8% as at 31 December 2024.
Board meetings and provision of information
The Board meets at least six times each year with further ad hoc
meetings as required. Directors are provided with information
packs in advance of meetings, including relevant materials
prepared by management and, where applicable, materials
produced by the Company’s external advisors.
Board effectiveness review
2023 internal Board effectiveness review
As noted in the last Annual Report, an internal Board effectiveness
review was carried out during 2023. A summary of the actions
arising from the 2023 review and their outcomes are set out below:
Actions from 2023 review Outcome
To bring more formality to
the succession plans for the
Company’s Executive
Directors and to keep the
succession plans updated
The Nomination Committee began
working with Egon Zehnder, an
external consultant, during 2024 to
assist with succession planning in
respect of the Company’s executive
team (including the executive
directors). Representatives of Egon
Zehnder took part in meetings of the
Nomination Committee,
identification of key attributes and a
desk review of potential talent. Egon
Zehnder’s work with the Nomination
Committee is expected to continue
into 2025.
To build more flexibility into
the Board meetings,
including the length of
Board meetings, to facilitate
deeper discussions on
certain topics
A standing item was added to the
agenda for Board meetings,
providing for open discussion
between the CEO and Non-Executive
Directors (but without other
management present).
To consider ways for the
Board to gain a deeper
understanding of the
Company’s culture
Non-Executive Directors were invited
to portions of the Company’s
customer and industry events (such
as London Calling). The Board
continued to hold dinners with
members of senior management
during 2024.
Corporate Governance Financial Statements Further InformationStrategic Report
Oxford Nanopore TechnologiesAnnual Report & Accounts 2024 103
2024 external Board effectiveness review
In accordance with Provision 21 of the Corporate Governance Code,
the Company conducted its first externally facilitated review of
Board performance, which took place in Q4 2024 and Q1 2025. The
review was facilitated by Independent Audit Limited (“IAL”), who
were appointed by the Nomination Committee in October 2024
following a competitive process.
Selection of the review facilitator
The process to select the individual or company that would facilitate
the review was led by Duncan Tatton-Brown, Chair of the Board,
supported by Jordan Herman, SVP, General Counsel. The Chair
presented a short list of providers to the Nomination Committee
for discussion and selection of the provider. Prior to the review, IAL
had no connection to the Company or any of its Directors. IAL is
accredited by the Chartered Governance Institute (CGI) in respect
of its board evaluation services, and the Company has followed the
CGI’s ‘Principles of Good Practice for listed companies using
external board reviewers’ in respect of this review.
Overview of the review process
To commence the process, a scoping meeting took place between
IAL and the Chair. This meeting helped IAL understand the Group’s
operating model and strategy and how the governance and Board
structure are aligned to these. IAL then formulated a
comprehensive brief of the review process.
IAL gathered views from Directors and executives who have a key
role in governance, with regards to their perspectives on the
operation of the Board and Committees. To facilitate this stage of
the process, each participant completed a confidential
questionnaire, and a follow up interview was held with each
participant, the conversation being guided by their questionnaire
responses. These interviews were conducted by a member of IAL,
taking the form of an open, confidential, unattributed conversation
with each person. IAL also interviewed the external auditor and
internal auditor to gain their perspectives on the operation of the
Board.
In Q1 2025, IAL observed meetings of the Board and Committees,
having reviewed the materials presented to the Directors ahead of
these meetings. In respect of gaining an insight into the quality and
timeliness of the materials presented to the Board and Committees
for each meeting, IAL were also provided access to materials for all
Board and Committee meetings held during 2024.
Preliminary outcomes
Preliminary outcomes of the review and suggested action points
were discussed at the Board meeting in March 2025. In response to
the main recommendations of the report, the Board has agreed
that the following will be key areas of focus in 2025:
• increasing alignment on the role of the Non-Executive Directors
and Executive Directors and the resulting contribution and
engagement, creating more opportunities for management to
draw upon the Non-Executive Directors’ expertise.
• increasing further the Board’s focus on executive and
management succession;
• refining the nature of the Board’s role in shaping the future
strategy; and
• evolving further the Board materials to help direct and focus on
the most pertinent issues.
Given the timing of the review, the action plan is currently being
determined. However, no significant changes to Board composition
are expected. Once the action plan is agreed it will be monitored,
and an internal Board effectiveness review will be completed
during 2025.
Succession planning
Details of the Company’s succession planning are set out on page
108 of the Nomination Committee report.
Board support
The Directors have access to advice and services from both the
Company’s SVP General Counsel and the Company Secretary.
Directors are also able to take independent professional advice.
Audit, risk, and internal controls
The Board is responsible for determining the Company’s risk
appetite, agreeing the approach to risk management and assessing
the Company’s principal risks. The Company has in place an ERM
framework and a risk register, which allows the Audit and Risk
Committee to assess risks across different areas of the business.
Grant Thornton acts as the Company’s internal auditor. In 2024,
Grant Thornton conducted internal audits on financial and IT
controls, accounts payable, export controls and sanctions
compliance, channel partners and distributors, inventory
management, and environmental compliance. The Audit and Risk
Committee has approved a one-year internal audit plan for 2025.
The Company has carried out a robust assessment of the
Company’s emerging and principal risks. Further details are set
out on pages 72 to 79.
Corporate Governance report continued
Oxford Nanopore Technologies Annual Report & Accounts 2024104
Induction of new directors and training
As new directors, Nick Keher and Dr Daniel Mahony received a
comprehensive induction process. This included the following:
Training
Directors have access to the expertise of senior management
and receive presentations on different areas of the business
at Board meetings.
Directors received ongoing training on their responsibilities,
including their fiduciary duties, and received updates on new and
existing legislation throughout the year. This included training in
relation to the changes to the Listing Regime, as well as in respect
of the obligations to which the Company became subject as a
result of its successful transfer to the Equity Shares (Commercial
Company) listing category of the London Stock Exchange.
Directors also receive regular training and updates in relation to
cybersecurity and AI. Cybersecurity incidents are addressed as part
of the operational updates at Board meetings, and the Group’s VP
Global IT gives regular updates to the Audit and Risk Committee on
information security. The Audit and Risk Committee also discussed
the Company’s cybersecurity insurance, with advice being sought
from the Company’s brokers and solicitors. Directors have also
considered the use of AI in Audit and Risk Committee meetings,
and in particular in relation to the formulation of a forthcoming
Company policy regarding acceptable use of generative AI.
Director inductions – meetings with Senior Management
As part of their induction process, Nick and Daniel had sessions
with senior management covering the following topics:
Topics Session with
Finance & investor
relations
Chief Financial Officer and VP, Finance
HR & reward SVP Global HR & VP, Global Reward
Strategy Chief Strategy Officer
Technology, R&D
and product
Chief Technology, Innovation, and
Product Officer, SVP Programme
Manager & SVP R&D Biologics
Product development VP, Late-Stage and Applied Product
Development
Strategic
communications and
corporate affairs
SVP, Strategic Communications
& Corporate Affairs
Commercial operations,
including sales
SVP, Sales & Commercial Operations
Business development SVP, Corporate & Business
Development
Quality assurance Global VP, Quality Assurance
and Regulatory Affairs
Legal & intellectual
property
General Counsel, Company Secretary,
and VP, Intellectual Property
Operations and
manufacturing
VP Operations and VP Manufacturing
Supply chain and
logistics
VP, Global Supply Chain and Senior
Director, Global Logistics
Operations of the Board
Director conflicts of interest
The Company has a formal system in place for the Directors to
declare conflicts of interest and for such conflicts to be considered
for authorisation. The authorisation of any conflict and the terms of
any such authorisation may be reviewed by the Board at any time.
The Board has no reason to believe its formal system to deal with
conflicts is not operating effectively.
Engagement with stakeholders
Details of how the Company engaged with its stakeholders
can be found on pages 80 to 86.
Annual General Meeting (AGM)
The Company’s AGM is scheduled to take place at 10.30am on 4
June 2025 and will be held at the Company’s offices at Gosling
Building, Edmund Halley Road, Oxford Science Park, Oxford,
OX4 4DQ.
Duncan Tatton-Brown
Chair of the Board
18 March 2025
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• Call with the Compa-
ny’s brokers
• Meetings/calls with
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• Overview of the
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Corporate Governance Financial Statements Further InformationStrategic Report
Oxford Nanopore TechnologiesAnnual Report & Accounts 2024 105
Nomination Committee report
Duncan Tatton-Brown
Nomination Committee Chair
We further strengthened the
Board during the year, and will
continue to ensure that the Board
and Board Committees have the
requisite skills, experience and
balance, including with respect to
diversity, to enable the Company
to deliver its strategy.”
Overview
• The Nomination Committee is comprised of the Chief
Executive Officer, Chair and all Non-Executive Directors
• All members have relevant commercial and operating experience
• Three formal meetings were held during the year along with two
ad hoc meetings
• The Group’s SVP, Global Human Resources is invited by the
Committee to attend meetings
Committee roles and responsibilities
• Review the structure, size and composition of the Board
• Review the balance of skills, knowledge, experience,
independence, and diversity of the Board and senior management
• Review the leadership needs of the Group
• Lead the process for the appointments of Directors
and senior management
• Ensure adequate succession planning to ensure the long-term
success of the Group
Main committee activities in 2024
• Recommended the appointment of Nick Keher as Chief Financial
Officer and Director in January 2024
• Recommended the appointment of John O’Higgins as interim
chair of the Remuneration Committee following Wendy Becker’s
resignation
• Oversaw the recruitment and the appointment of Dr Daniel Mahony
as Non-Executive Director of the Company in October 2024
• Appointed Egon Zehnder, an external consultant, to support
executive succession planning and talent mapping
• Recommended the appointment of Kate Priestman as Senior
Independent Director
• Appointed Independent Audit Limited to conduct the Company’s
first externally facilitated board effectiveness review
• Reaffirmed the Company’s commitment to achieving its gender
diversity targets and monitored its progress towards achieving
the same
Committee focus areas for FY2025
• Progress the formalisation of succession plans for the Executive
Directors
• Review succession planning for other members of the
Operating Committee
• Further develop the internal talent pipeline
• Further progress towards increasing diversity, including meeting
the target of achieving 40% female representation on the Board
Committee member
Scheduled
meetings attended
Percentage of
meetings attended
Duncan Tatton-Brown
(Chair of the Committee)
3/3 100%
Dr Gordon Sanghera 3/3 100%
Wendy Becker
*
1/1 100%
Dr Sarah Fortune 3/3 100%
Dr Guy Harmelin
**
2/2 100%
Adrian Hennah 3/3 100%
John O’Higgins 3/3 100%
Dr Daniel Mahony
**
1/1 100%
Dr Heather Preston 3/3 100%
Kate Priestman 3/3 100%
* Wendy Becker stepped down from the Board on 10 June 2024.
** Dr Guy Harmelin stepped down from the Board on 1 October 2024. Dr Daniel
Mahony was appointed to the Board on 1 October 2024.
Oxford Nanopore Technologies Annual Report & Accounts 2024106
Dear Shareholder,
I am pleased to present the Nomination Committee report for the
year ended 31 December 2024. Details of the progress against key
focus areas are set out in this report.
Meetings
The Nomination Committee meets as and when required, or as
requested by the Board, and had three scheduled meetings during
the year, plus two ad hoc meetings.
A majority of the members of the Nomination Committee (87.5% as
at 31 December 2024) are independent, in accordance with the
Corporate Governance Code.
Board and Operating Committee changes
During the year, the Nomination Committee recommended the
appointment of Nick Keher as Chief Financial Officer and Director,
following an extensive search, selection and interview process
conducted during 2023 with the assistance of Russell Reynolds, an
external search firm with no other connection with the Company or
its Directors. Following unanimous approval by the Board, Nick was
appointed as Chief Financial Officer and Director in January 2024,
allowing Tim Cowper to move into the role of Chief Operating
Officer on the same date.
The Committee also recommended the appointment of Dr Daniel
Mahony as Non-Executive Director of the Company. Following
unanimous approval by the Board, Daniel was appointed as
Director in October 2024. Shareholders will be asked to approve the
appointment of Daniel at the 2025 AGM.
Clive Brown stepped down from the Board in February 2024, and
Wendy Becker, Tim Cowper and Dr Spike Willcocks did not stand for
re-election at the 2024 AGM, thereby leaving the Board in June
2024. Dr Guy Harmelin resigned from the Board in October 2024.
Following Wendy’s departure, John O’Higgins was appointed
interim chair of the Remuneration Committee. The Board also
resolved to appoint Kate Priestman as the Company’s new Senior
Independent Director in December 2024.
During the year, Nick Keher joined the Operating Committee upon
his appointment as Chief Financial Officer.
Emma Stanton, SVP Clinical and Head of Oxford Nanopore
Diagnostics, left the Group in September 2024. Chris Brown, VP,
Strategic Programmes stepped down from the Operating
Committee in October 2024 as he plans to leave the Group during
2025.
Clive Brown, Chief Technology, Innovation, and Product Officer
stepped down in November 2024 to pursue new projects, being
succeeded by Rosemary Sinclair Dokos as Chief Product and
Marketing Officer and Dr Lakmal Jayasinghe as Chief Scientific
Officer (who joined the Operating Committee in November 2024).
Diversity
The Company recognises the benefits of diversity at all levels
throughout the organisation. The Company places great
importance on ensuring the members of the Board reflect diversity
in its broadest sense and believe that greater diversity is essential
to deliver the Company’s strategy and can provide the Company
with a competitive edge. The Company recognises that it has yet to
achieve the target for 40% female representation on its Board but,
in accordance with its Board Diversity Policy, remains committed to
doing so alongside working towards other Group objectives. The
Nomination Committee will continue to consider diversity, with a
particular focus on increasing gender diversity, in relation to future
appointments to the Board.
The Company is also committed to diversity below Board level,
noting that as at 31 December 2024, there was 43% female
representation across all employees.
Diversity
Gender representation at Board and Operating Committee level (as at 31 December 2024)
Number of Board
members % of the Board
Number of senior
Board positions
(CEO, CFO, Chair, SID)
Number of Operating
Committee members
% of Operating
Committee
members
Men 6 66.7% 3 8 66.7%
Women 3 33.3% 1 4 33.3%
Not specified/prefer not to say – – – – –
Ethnicity representation at Board and Operating Committee level (as at 31 December 2024)
Number of Board
members % of the Board
Number of senior
Board positions
(CEO, CFO, Chair, SID)
Number of Operating
Committee members
% of Operating
Committee
members
White British or other White
(inc. minority white groups)
7 7 7.8% 3 8 66.7%
Mixed/Multiple Ethnic Groups 0 0% 0 1 8.3%
Asian/Asian British 1 11.1% 1 2 16.7%
Black/African/Caribbean/Black British 0 0% 0 0 0%
Other ethnic group 0 0% 0 0 0%
Not specified/prefer not to say 1 11.1% 0 1 8.3%
Corporate Governance Financial Statements Further InformationStrategic Report
Oxford Nanopore TechnologiesAnnual Report & Accounts 2024 107
Nomination Committee report continued
Board and senior management gender
and ethnicity metrics
The Company has met the new UK Listing Rule targets for gender
and ethnic diversity on the Board with the exception of the target
for 40% female representation on the Board. Although the
percentage of female Board members as at 31 December 2024
(33.3%) remains the same as that at 31 December 2023, the recent
changes to Board composition have increased the proportion of
independent Directors. Departures from the Board during 2024
were partly driven by a desire to avoid ‘overboarding’. The Company
remains committed to achieving the target for 40% female
representation on its Board as soon as possible, and increasing
gender diversity will remain a particular focus in relation to future
appointments to the Board.
The metrics on page 107 set out the range of gender and ethnicity
as they relate to our Board and Operating Committee (being the
Company’s executive management body) as at 31 December 2024.
The process by which diversity data was collected was, where
permitted by relevant laws, to contact relevant individuals and ask
them how they identified using the categorisations set out in the
UK Listing Rules.
As the Company is now a member of the FTSE 350 Index, it intends
to take part in the Parker Review going forwards. In line with the
recommendations from the 2023 Parker Review, the Company
asked its ‘senior management’ (defined as, for this purpose,
members of the Operating Committee and their direct reports)
to self-declare their ethnicity. With a response rate of close to 80%,
this has enabled a baseline of transparency of ethnic representation
at the senior management level. As a result, our ongoing target is to
remain above the average of senior management ethnic minority
representation for FTSE 250 peers (being 12% as at December
2023), with current ethnic minority representation amongst the
Company’s senior management being 23%.
Succession planning
The Nomination Committee has responsibility for ensuring that
plans are in place for orderly succession to both the Board and
senior management positions. During 2024, the Committee
continued to consider the succession arrangements in respect of
the Executive Directors, including defining the skillsets, qualities
and experience that would be desirable in potential candidates.
This is in addition to succession planning to mitigate risk in the
event of an emergency or an unanticipated departure. Egon
Zehnder, an external consultant with no other connection with the
Company or its directors, were appointed to provide support to the
Nomination Committee with regards to executive succession
planning and talent mapping, and took part in meetings of the
Committee and members of the leadership team.
The Nomination Committee also monitors the tenure of
Non-Executive Directors and notes that none of the existing
Non-Executive Directors is close to reaching the recommended
maximum nine-year tenure.
The Nomination Committee is also responsible for ensuring that
appropriate talent development programmes are in place to
maximise the potential of the Group’s employees. The Group’s
Talent Management Centre of Excellence offers a wide curriculum
of training events and programmes at all levels.
During the year, the Group partnered with its external providers to
develop the Mastery programme of content and introduced a new
management development programme, Evolving Leaders. The
Evolving Leaders programme was designed to enhance management
capability within the Group’s leadership community. During the year,
a total of 66 senior leaders joined an Evolving Leaders cohort (with a
further 27 registering to commence in 2025), representing 1,898
programme module hours and 131 coaching hours.
2024 also saw the introduction of Selection Excellence as a new
module, focused on recruitment. This module was delivered in four
locations, covering different recruitment laws and cultures. The
year concluded with an inclusion pilot session, ‘Managing
neurodivergent teams’, which met with positive feedback and will
be made widely available in 2025. Over 70 regional colleagues
benefitted from local, in-person learning events in the AMR and
APAC regions. During the year, 344 employees completed one of
the Group’s My Mastery or Manager Mastery courses, representing
3,142 hours of instructor-led training.
Board effectiveness review
In accordance with Provision 21 of the Corporate Governance Code,
the Company appointed Independent Audit Limited to conduct its
first externally facilitated review of board effectiveness, which took
place in Q4 2024 and Q1 2025. Details of the review are set out on
page 104 within the Corporate Governance report.
Terms of reference
The terms of reference describe the roles and responsibilities of
the Nomination Committee and can be found on our website at
https://nanoporetech.com/about/investors/corporate-governance.
In preparation for the incoming changes to the Corporate
Governance Code, the Committee reviewed its terms of reference
once the wording of the 2024 Code was published. Following such
review, it was concluded that minor amendments were required to
align the terms with the updated Code. The updated terms of
reference were approved by the Committee in March 2024.
Duncan Tatton-Brown
Chair of the Nomination Committee
18 March 2025
Oxford Nanopore Technologies Annual Report & Accounts 2024108
Audit and Risk
Committee report
Adrian Hennah
Audit and Risk Committee Chair
Overview
• The Audit and Risk Committee (“Committee”) comprises four
Independent Non-Executive Directors
• Adrian Hennah is considered by the Board to have recent and
relevant financial and accounting experience. All members have
relevant commercial and operating experience
• Five meetings were held during the year
• The CEO and CFO, members of management, the internal auditors
and the external auditors attend the meetings by invitation
• The Committee members meet for private discussion with the
external auditors and the internal auditors
Committee roles and responsibilities
• Monitoring external financial reporting
• Overseeing the relationship with the external auditor
• Monitoring effectiveness of internal controls and risk
management systems
• Ensuring effective internal audit and governance arrangements
• Ensuring establishment of fraud prevention and whistleblowing
arrangements
Main committee activities in 2024
• Oversaw and scrutinised the preparation of the financial
statements for FY23 and the interim report for HY24
• Reviewed and discussed formal announcements relating to the
Company’s financial performance and any significant issues and
any significant judgements contained in them
• Advising the Board on whether the Committee believes that this
Annual Report and the financial statements contained within it,
when taken as a whole, are fair, balanced and understandable,
and provide the information necessary for shareholders to
assess the Group’s position and performance
• Approved the audit plan and fee for FY24
• Discussed key areas of financial judgement and estimates used
by management, including revenue recognition and capitalised
development costs
• Reviewed the independence, objectivity and effectiveness of
Deloitte LLP as external auditor and initiated a tender process for
the Group audit
• Approved the internal audit plan and oversaw the progress of the
internal auditor
• Assisted the Board in its review of the effectiveness of the
Group’s internal control and risk management systems
• Reviewed the Group’s evaluation of principal risks and
uncertainties, including emerging risks
• Monitoring the effectiveness of the Group’s internal control and risk
management systems, including whistleblowing and fraud controls
Committee focus areas for FY2025
• Oversee and scrutinise the preparation of the financial
statements for FY24 and the interim report for HY25
• Discuss key areas of financial judgement and estimates used by
management
• Oversight of the relationship with the external auditor
• Assist the Board in its review of the effectiveness of the Group’s
internal control and risk management systems
• Review and monitor the principal risks identified by management
and ensure continued appropriate mitigation
• Review the performance of the external auditor and conclude the
group audit tender process
• Assess the internal auditor and monitor the progress of their
internal audit plan
• Review the Group’s cyber security plans and processes and
associated IT issues
• Oversee the continued development of sustainability reporting
Committee member
Scheduled
meetings attended
Percentage of
meetings attended
Adrian Hennah
(Chair of the Committee)
5/5 100%
Dr Sarah Fortune 5/5 100%
John O’Higgins 5/5 100%
Dr Guy Harmelin* 4/4 100%
Dr Daniel Mahony* 1/1 100%
* Dr Guy Harmelin resigned from the Board on 1 October 2024. Dr Daniel
Mahony was appointed to the Board on 1 October 2024.
The Committee has continued to monitor
the Group’s embedding of a robust
environment of internal control, risk
management and financial reporting.”
Corporate Governance Financial Statements Further InformationStrategic Report
Oxford Nanopore TechnologiesAnnual Report & Accounts 2024 109
Audit and Risk Committee report continued
Dear Shareholder,
I am pleased to present the Group’s Audit and Risk Committee
report. The report provides a summary of the Committee’s role and
activities for the financial period ended 31 December 2024 and sets
out the work that the Committee has performed in respect of this
Annual Report.
During FY24, the Committee comprised five Independent
Non-Executive Directors: Dr Sarah Fortune, Dr Guy Harmelin
(resigned 1 October 2024), Adrian Hennah, Daniel Mahony
(appointed 1 October 2024) and John O’Higgins. I fulfil the
requirement for a committee member to have recent and relevant
financial experience, and all members (and therefore the
Committee as a whole) have relevant commercial and operational
experience. The biographies of each member of the Committee are
set out on pages 96 to 98.
The Committee’s Terms of Reference include monitoring the
integrity of the Group’s financial reporting; effectiveness of the
internal control and risk management framework; internal audit;
and the independence and effectiveness of external audit. The
internal audit function is outsourced to Grant Thornton LLP, who
provide the Group with specialist expertise in delivering a
risk-based rolling review programme. Grant Thornton LLP has
attended all Committee meetings held during the year. In carrying
out its work, the Committee takes into account the requirements of
the FRC’s guidance contained in “Audit Committees and the
External Audit: Minimum Standard”.
The Group’s external auditor, Deloitte LLP, attended all five
Committee meetings held during the year. The CEO, CFO and other
members of management attended by invitation. Both the external
auditor and the internal auditors will continue to regularly attend
future meetings.
The Committee has reviewed the content in the Annual Report and
considers that it explains the Group’s strategic objectives and is fair,
balanced and understandable. Whilst this Audit and Risk Committee
report contains some of the matters addressed during the year, it
should be read in conjunction with the external auditor’s report
starting on page 144 and the Oxford Nanopore Technologies plc
financial statements in general. At the 2025 AGM, shareholders will
vote on the Board’s recommendation to reappoint Deloitte LLP as
the Group’s external auditor. During the year, the Committee
performed a review of the external auditor’s performance and
concluded that the external auditor remained effective.
In connection with the successful transfer of the Company’s listing
category to the equity shares (commercial companies) segment of
the London Stock Exchange and admission to the FTSE 350 Index,
the Company became subject to The Statutory Audit Services for
Large Companies Market Investigation (Mandatory Use of
Competitive Tender Processes and Audit Committee
Responsibilities) Order 2014 requiring re-tender for a Statutory
Audit Services Agreement a minimum of once every ten years.
The Group last conducted a competitive tender for its statutory
audit services in 2010, appointing Deloitte LLP (Deloitte). The Group
has retained Deloitte as its statutory auditor since that date, and
Deloitte has been reappointed for the financial year ended
31 December 2024.
While ONT was not previously planning to re-tender for the
appointment of its statutory auditor until the financial year ending
31 December 2030, the Group committed to the CMA, in
anticipation of its admission to the FTSE 350 index, to complete a
Competitive Tender Process during the second half of 2025. ONT
intends for any change in statutory auditor to come into effect for
the financial year ending 31 December 2026. This will enable a
fulsome tendering process to be undertaken, and the new auditor
(if not the incumbent) to shadow the audit for the financial year
ending 31 December 2025.
I would like to thank my fellow Committee members Sarah Fortune,
Guy Harmelin, Daniel Mahony and John O’Higgins, whose focus
and contributions have enabled the Committee to perform its
duties effectively.
Adrian Hennah
Chair of the Audit and Risk Committee
18 March 2025
Oxford Nanopore Technologies Annual Report & Accounts 2024110
Purpose and responsibilities
The Committee’s role is to assist the Board with the discharge
of its responsibilities in relation to financial reporting, including:
• Monitoring the integrity of the Group’s Annual Report and
financial statements and any other formal announcements
relating to its financial performance and reviewing the significant
financial reporting judgements made in connection with their
preparation
• Overseeing and maintaining an appropriate relationship with the
Company’s external auditor and reviewing the independence,
objectivity and effectiveness of the audit process
• Monitoring and reviewing the adequacy and effectiveness of the
Company’s internal financial controls and internal control and risk
management systems
• Ensuring that internal audit and governance arrangements are
appropriate and effective
• Ensuring that fraud prevention and whistleblowing
arrangements are established which minimise the potential for
fraud and financial impropriety
As the Committee, we assist the Board in its oversight of the
Group’s financial reporting, internal control and risk management
and in doing so seek to ensure that shareholders’ and other
stakeholders’ interests are protected and the Company’s long-term
strategy is supported.
Terms of reference
The terms of reference for the Committee describe the roles and
responsibilities of the Committee and can be found on our website at
https://nanoporetech.com/about/investors/corporate-governance.
The terms of reference were adopted by the Company on its initial
public offering in October 2021. They are reviewed on an annual
basis and updates made where appropriate in order to reflect
current market practice.
Financial reporting
The primary role of the Committee in relation to financial reporting
is to review and monitor the integrity of the financial statements,
including annual and half-year reports, and any other formal
announcement relating to the Group’s financial performance.
In the preparation of the Group’s 2024 financial statements,
the Committee assessed the accounting principles and policies
adopted, whether management had made appropriate estimates
and judgements and assessed the appropriateness of the
disclosures in note 4 of the Financial Statements.
In doing so, the Committee discussed management reports and
enquired into judgements made. The Committee reviewed the
reports prepared by the external auditor on the 2024 audit. The
Committee, together with management, identified significant areas
of financial statement risk and judgement as described below.
Significant accounting matters
The Committee received reports from management in relation
to the identification of significant accounting matters, judgements
and key sources of estimation uncertainty, significant accounting
policies and proposed disclosures in the 2024 Annual Report and
Accounts. The Committee is satisfied that the judgements made
by management are reasonable, and that appropriate accounting
policies have been adopted and appropriate disclosures have been
made in the accounts.
The Committee’s review of the full-year financial statements
focused on the following:
• the materiality of the areas; and
• the nature of matter to the extent that they require significant
judgement or estimation.
All such matters of focus were discussed and addressed with
our external auditor throughout the external audit process. There
were no significant differences between management and the
external auditor.
The key matters of focus are set out below:
Internally generated intangible assets – Research & Development
Capitalisation of Research & Development costs is a particular
area of focus due to:
• Critical judgements being required in determining that
development spend meets the criteria for capitalisation of such
costs as laid out in IAS 38 “Intangible Assets”; and
• Management does not have a formal timesheet process for
monitoring time spent by employees on projects in their
development stage. Instead, management consults with the
relevant project leaders on a regular basis to understand and
estimate the time spent on projects in their development stage.
How the issue was addressed
The Committee reviewed the assumptions and disclosure around
capitalisation of development costs made by management.
Particular focus was placed upon:
• Capitalisation policies and the procedures and controls in place
• The application of IAS 38
Corporate Governance Financial Statements Further InformationStrategic Report
Oxford Nanopore TechnologiesAnnual Report & Accounts 2024 111
Audit and Risk Committee report continued
Revenue recognition
Revenue recognition for the Group’s revenue is a particular area of
focus due to:
• Revenue and revenue growth being key performance indicators
• Revenue from significant contracts within the period
• Application of IFRS 15 for the sale of bundled goods and
services, specifically the performance obligations and the
allocation of the transaction price on these significant contracts
• Where sales are made around the year end, ensuring that
revenue is recognised in the correct year
How the issue was addressed
The Committee reviewed the assumptions and disclosure around
revenue recognition made by management.
Particular focus was placed upon:
• Terms of significant contracts
• Application of IFRS 15 to complex contracts, for instance
including bill and hold arrangements, contract bundles, volume
based variable consideration
• Revenue cut-off
IFRS 2: Share-based payment valuation and employer social
security taxes
The Group issued a number of share options to the Executive
Directors of the Group, in particular in preparation for the IPO.
These included:
• Conditional retention awards representing up to 6.5% of the
overall share capital, with expected vesting over a period of
between two and five years and subject to achievement of a
number of performance conditions linked to the Group’s
revenue and share price
• Limited anti-takeover (LAT) non-voting shares issued to the
Chief Executive Officer, Chief Strategy Officer, and Chief
Technology, Innovation, and Product Officer (see page 140)
The retention awards require the use of valuation models and
certain assumptions in determining their fair value at grant date
and the recognition of charges in the income statement under
IFRS 2 Share-based payments.
The employer’s social security taxes on share options are accrued
over the vesting period of the awards. The accrual is based on the
market price at the period end.
There is a risk that the expense recognised in the year may be
materially misstated due to unreasonable assumptions or error.
How the issue was addressed
The Committee reviewed the assumptions made by management
on the conditional retention equity awards (refer to Directors’
remuneration report on page 115).
Inventory provisioning
The Group holds significant inventory balances across a number
of locations for the purposes of fulfilling sales orders and
contractual obligations. Additionally, certain components of
inventory are held for use within research and development.
Inventory is held at the lower of cost and net realisable value, in
line with IAS 2. Consideration is made of the technical properties
of the inventory and its effect on net realisable value.
Management judgement is primarily used to assess future
revenues of product lines and where there is a doubt over its
future net realisable value a provision is made.
How the issue was addressed
The Committee discussed with management the level of
provisioning and reviewed the assumptions made by management
and considered whether the inventory provision was at an
appropriate level.
Fair, balanced and understandable
A key governance requirement is for the Board to ensure that the
Annual Report and Financial Statements, taken as a whole, are fair,
balanced and understandable and provides the information
necessary for shareholders to assess the Group’s position,
performance, business model, and strategy.
To assist it in making this determination, the Board has requested
the advice of the Committee.
To assist the Committee in making its assessment, it received drafts
of the Annual Report at key points in the production process in
order to provide its feedback and also reviewed papers from
leadership highlighting the supporting evidence for the report’s key
messages. Any disclosures that the Committee believed required
additional information or clarification were highlighted and the
necessary edits made during the subsequent drafting phase. The
Committee also reviewed narrative reporting in the front half of the
Annual Report to ensure its consistency with the financial reporting
in the back half, and that the overall layout and linkage between
each section of the report were clear and understandable.
Having completed its assessment, the Committee concluded that
the disclosures throughout the Annual Report and Financial
Statements were appropriate and that the 2024 Annual Report and
Financial Statements was fair, balanced and understandable,
allowing the Committee to provide positive assurance to the Board
to assist it in making the statement required by the Code.
Oxford Nanopore Technologies Annual Report & Accounts 2024112
Internal controls and risk management environment
The Board is ultimately responsible for the operation of an effective
system of internal control and risk management appropriate to
the business.
Oxford Nanopore has aligned with provisions of the Code in
the period to the date on which these financial statements
were approved.
Day-to-day operating and financial responsibility rests with
senior management and performance is closely monitored on
a monthly basis.
Set out below is further comment on the areas of internal control
and risk management.
Internal control environment
The following key elements comprise the internal control
environment which has been designed to identify, evaluate and
manage, rather than eliminate, the risks faced by the Group in
seeking to achieve its business objectives and ensure accurate
and timely reporting of financial data for the Group:
• An appropriate organisational structure with clear lines of
responsibility
• Systems of control procedures and delegated authorities which
operate within defined guidelines, and approval limits for capital
and operating expenditure and other key business transactions
and decisions
• A robust financial control, budgeting and rolling forecast system,
which includes regular monitoring, variance analysis, key
performance indicator reviews and risk and opportunity
assessments at Board level
• Procedures by which the Group’s consolidated financial
statements are prepared, which are monitored and maintained
through the use of internal control frameworks addressing key
financial reporting risks arising from changes in the business or
accounting standards
• Robust IT systems, with significant investment in cyber security
and focus on IT security e.g. penetration testing
• An experienced and commercially focused legal function that
supports the Group’s operational and technical functions
• Established policies and procedures setting out expected
standards of integrity and ethical standards which reinforce
the need for all employees to adhere to all legal and regulatory
requirements
• An experienced, qualified and adequately resourced finance
function which regularly assesses the possible financial impact
of the risks facing the Group
• Internal audit function (outsourced to Grant Thornton) and
• An ongoing risk management programme.
Risk management framework
Oxford Nanopore has a robust risk management process that
follows a sequence of risk identification, assessment of probability
and impact, and assigns an owner to manage mitigation activities.
A register is kept of all identified corporate risks and is monitored
by senior management and regularly discussed at the Operating
Committee and reported to the Committee.
The risk register and the methodology applied is the subject of
continuous review by senior management, which includes the
ongoing process of categorising and prioritising risks already
identified in addition to reflecting new and developing areas which
might impact business strategy. This risk management framework
includes risks identified at the time it was implemented as part of
the IPO process in 2021, updated to the present and also seeks to
capture emerging risks that might impact the business in the
coming years.
The Committee will continue to review the risk register throughout
the year and assess the actions being taken by senior management
to monitor and mitigate the risks. Those risks which are considered
to be the principal risks of the Group are presented on page 72.
Anti-bribery and corruption
The Company has a zero-tolerance approach to bribery and
corruption at all levels within the organisation globally and expects
high standards of integrity from our people, agents, consultants,
interns and subcontractors and any other person associated with
the Company in business dealings and relationships worldwide.
Whilst the Board is ultimately accountable for the Company’s
anti-bribery and corruption efforts, responsibility for reviewing the
Company’s systems and controls for preventing these have been
delegated to the Committee.
The Company has in place a clear Anti-Bribery and Corruption Policy,
which is available for our people to access on our internal policy hub.
The Company requires everyone at Oxford Nanopore to attest to
this policy on joining the business. The Company also provides
mandatory online training to ensure our people understand their
responsibilities in preventing bribery and corruption.
Corporate Governance Financial Statements Further InformationStrategic Report
Oxford Nanopore TechnologiesAnnual Report & Accounts 2024 113
Audit and Risk Committee report continued
Whistleblowing
Whilst the Board is ultimately responsible, it has delegated
oversight of the Group’s whistleblowing policies and procedures
to the Committee. We expect all our people to act professionally,
honestly and ethically in their dealings with people, whether they
are within the organisation, customers, suppliers or any other
external partner they may have contact with. The behaviours and
standards expected of our people are set out in our policy, to which
everyone who joins Oxford Nanopore must sign up.
The Company also provides mandatory online training to ensure
our people understand the whistleblowing policy. A confidential
incident reporting facility is available, provided by an independent
specialist firm Safecall Limited (“Safecall”), for circumstances where
an individual wishes to report an issue anonymously. Monitoring
the effectiveness and appropriateness of the whistleblowing policy
falls within the remit of the Committee.
Whilst no calls were made to Safecall during the year, two matters
escalated internally were investigated under Company’s internal
whistleblowing procedures. Technical and administrative
procedures regarding certain IT policies were changed following
the first investigation and the second investigation is ongoing.
Review of effectiveness
The Committee, on behalf of the Board, has reviewed the
effectiveness of the internal control systems and risk management
processes during FY24. This work has been supported by our internal
auditor. The effectiveness review included regular meetings with the
Internal Auditor, and review and approval of a plan of work having
considered the Group’s principal, strategic and operational risks.
The evaluation did not identify any significant failings or weaknesses.
The Committee will continue to review the ongoing development
of the internal control systems and risk management processes.
Going concern and long-term viability
The Committee reviewed the Group’s going concern and long-term
viability disclosures in this Annual Report, together with the reports
prepared by the leadership team in support of each statement and
advised the Board on their appropriateness. As part of its review,
the Committee considered amongst other things a number of
scenarios modelled by the business (including a “severe but
plausible” downside scenario) and reverse stress tests carried out
to assess the strength of the Group’s finances.
The going concern and long-term viability statements were
reviewed by the external auditor, which discussed its findings and
the conclusions drawn by leadership in producing each statement
with the Committee.
More detailed information about the Group’s approach to its going
concern and long-term viability assessments can be found on page
86 of the Strategic Report.
Independence and performance of the auditor
The Committee oversees and maintains the relationship with the
external Auditor on behalf of the Board. Deloitte was appointed
as the auditor of Oxford Nanopore in the year ended 31 December
2010 and became the auditor of the Company on its admission
to listing on the London Stock Exchange on 5 October 2021. The
current audit partner is Sukhbinder Kooner who was appointed
at the time of the IPO. The audit was last tendered in 2010 and
Deloitte has been in place as Oxford Nanopore’s auditor since that
time. Auditors are required to report regularly on and confirm their
independence in their role.
The Committee has primary responsibility for conducting any
tender process and making recommendations on appointment,
reappointment and removal of auditors, and approving the terms
of engagement and the remuneration of the external auditor.
The Committee keeps under review the requirements on audit
tendering and rotation. As noted above, there is a pending
re-tender of the Statutory Audit Services Agreement expected to
come into effect for the financial year ending 31 December 2026.
A questionnaire in relation to auditor effectiveness in respect of the
external audit for the financial year ending 31 December 2024 was
circulated to members of the Committee and relevant Company
employees involved in the audit. For the financial year ending
31 December 2025, the Committee has recommended to the Board
that Deloitte be reappointed as external auditor and the Company
will be seeking shareholder approval for the reappointment of
Deloitte at its AGM to be held in June.
The Committee has developed and recommended to the Board a
formal policy on the provision of non-audit services by the auditor,
including prior approval of non-audit services by the Committee
and specifying the types of non-audit service to be pre-approved,
and assessment of whether non-audit services have a direct or
material effect on the audited financial statements.
During 2024, Deloitte received total fees of £0.6 million (2023:
£0.7 million), comprising £0.5 million of audit fees (2023: £0.6 million)
and £0.1 million (2023: £0.1 million) for assurance related non-audit
services. The fees for non-audit services during the year related to
work undertaken on the interim financial review.
The fees paid for these other non-audit services during the year
represented 13% (2023: 14%) of the fees paid for the statutory audit
and audit-related assurance services together. Further details of
these amounts are included in note 9 of the financial statements.
On behalf of the Audit and Risk Committee.
Adrian Hennah
Chair of the Audit and Risk Committee
18 March 2025
Oxford Nanopore Technologies Annual Report & Accounts 2024114
Directors’ remuneration report
John O’Higgins
Interim Chair of the Remuneration Committee
The Company’s remuneration arrangements
have been designed to encourage long-term,
sustainable growth and to provide market
competitive overall remuneration for
the achievement of stretching targets
aligned to the business strategy.”
Committee overview
• The Remuneration Committee (“Committee”) currently comprises
three independent Non-Executive Directors
• All members have relevant commercial and operating experience,
as well as experience of serving on the boards of other businesses
• Three Committee meetings were held in 2024
• The Chair of the Board and the Chief Executive Officer may, by
invitation, attend Committee meetings except when their own
remuneration is discussed. The Group HR Director and the Group
Head of Reward are also invited by the Committee to provide their
views and advice. The Chief Financial Officer may also attend to
provide performance context to the Committee during its
discussions about target setting. Information on meetings held and
director attendance is disclosed in the corporate governance report
• No individual takes part in any decision related to his or her
own remuneration
Committee roles and responsibilities
• Recommendations to the Board on the remuneration policy as
applied to the Chair of the Board, Executive Directors, and the
Executive Committee
• Setting, reviewing, and approving individual remuneration
arrangements for the Chair of the Board, Executive Directors and
Executive Committee members including terms and conditions of
employment
• Determining arrangements in relation to termination of employment
of the Executive Directors and other designated senior executives
• Ensuring that remuneration outcomes are appropriate in
the context of underlying business performance and that
remuneration practices are implemented in accordance with
the approved remuneration policy
• Reviewing the wider workforce remuneration policies and practices
Full terms of reference for the Committee are available on the
Company’s website at https://nanoporetech.com/about/investors/
corporate-governance
Main Committee activities during 2024
Key actions and areas of review by the Committee during the
year included:
• Consideration of feedback from investors and proxy agencies
following publication of the 2023 Annual Remuneration Report
• Consideration and approval of the approach to be taken
with regards to the renewal of the Directors’ Remuneration
Policy at the upcoming AGM in 2025, including consultation
with stakeholders
• Review of market and governance updates and impact
on the Company
• Approval of Long-Term Incentive Plan awards granted in April
2024 including a scale back to the number of awards granted
• Review and approval of the design of the Annual Bonus Plan (ABP)
and weighting of the individual performance measures for 2025
• Review and approval of performance measures for awards to
be granted in April 2025 under the Long-Term Incentive Plan
• Review of budget and approach for all-employee annual pay
review and consideration of remuneration issues relating to the
wider workforce
Committee focus areas for 2025
The Committee is planning to undertake a number of key activities
during the coming year on a range of matters including:
• Determination of the 2024 ABP outcomes and approval of the
2025 LTIP grant
• Review and approval of the design of the ABP and performance
measures for 2026
• Oversee the implementation of the renewed Directors’
Remuneration Policy to ensure it operates appropriately
• Monitoring of the external remuneration environment, including
developments in best practice and all-employee remuneration
Corporate Governance Financial Statements Further InformationStrategic Report
Oxford Nanopore TechnologiesAnnual Report & Accounts 2024 115
Directors’ remuneration report continued
Committee member
Scheduled
meetings attended
Percentage of
meetings attended
Wendy Becker
(Chair of the Committee
until 10 June 2024*)
1/1 100%
Dr Guy Harmelin** 1/2 50%
John O’Higgins* 3/3 100%
Heather Preston 2/3 66%
Kate Priestman 3/3 100%
* Wendy Becker stepped down from the Board on 10 June 2024. John
O’Higgins was appointed as Interim Chair of the Remuneration Committee
from this date.
** Guy Harmelin stepped down from the Board on 1 October 2024.
Advice to the Committee
Since listing on the London Stock Exchange, the Committee
has appointed FIT Remuneration Consultants LLP (FIT) as its
independent advisor following a competitive tender process. FIT
is a member of the Remuneration Consultants’ Group and, as
such, voluntarily complies with its Code of Conduct which sets
out guidelines to ensure that its advice is independent and free
of undue influence. FIT has no other connection with the
Company or its directors. The Committee is therefore satisfied
that the advice provided by FIT is independent and objective.
The fees paid to FIT in relation to advice provided to the
Committee were £23,937 (inc. VAT) and were determined on
a time and expenses basis.
Statement of shareholding voting
The binding vote on the Remuneration Policy at the 2022 Annual
General Meeting (AGM) and the advisory vote on the Directors’
Remuneration Report at the 2024 AGM both received strong
shareholder support.
The table below shows the votes cast by shareholders:
Statement of shareholding voting
Remuneration Policy
(2022 AGM)
Remuneration report
(2024 AGM)
Votes % Votes %
Votes in favour 589,737,541 93.99 465,905,694 99.12
Votes against 1,777,387 0.28 4,143,296 0.88
Votes withheld 35,944,210 5.73 181,062 –
Dear Shareholder,
As Interim Chair of the Remuneration Committee, I am pleased
to present the Directors’ remuneration report for the year ended
31 December 2024. The Report comprises three sections:
• this Annual statement, which contains a summary of
performance and pay for 2024, the Committee activities during
2024, and an outline of the approach to the renewal of the
Directors’ Remuneration Policy in 2025;
• the 2024 Annual Report on Remuneration, which provides details
of the remuneration outcomes for each of the Directors in the
year ending 31 December 2024 and how the Directors’
Remuneration Policy will be implemented for 2025; and
• the Directors’ Remuneration Policy, which Shareholders will be
asked to vote on at the upcoming AGM on 4 June 2025 and sets
out the forward-looking Directors’ Remuneration Policy for the
Company going forward.
2024 Context
The 2024 financial results have been achieved through continued
strategic execution, significant new commercial progress, improved
utilisation across existing customer and expansion into new
markets.
In summary:
• the Group delivered revenue growth of 11.1% on a constant
currency basis (8.0% on a reported basis), in line with market
expectations, and underlying revenue growth of 23.3% across
all regions, being driven by new product launches, new and
expanded contracts, and increasing sales teams’ productivity; and
• Gross margin increased to 57.5% (FY23 53.3%) during the period,
driven by underlying margin improvements across both
PromethION Flow Cell and devices, which offset product mix
and currency headwinds.
During 2024, there were key contract wins and contract expansions,
including i) APAC: Precision Health Research Singapore (PRECISE),
which selected Oxford Nanopore technology to sequence 10,000
long-read human genomes to gain deeper insights into Asian
genetic diversity, ii) EMEAI: announced a groundbreaking
collaboration with UK Biobank to create the world’s first
comprehensive, large-scale epigenetic dataset to map epigenetic
modifications across 50,000 samples to advance understanding of
epigenetics in cancer, neurological disease and other common
complex diseases and iii) Americas: announced a multi-million,
multi-year contract expansion with Plasmidsaurus, a commercial
provider of plasmid sequencing services, to deliver high-accuracy
whole plasmid sequencing with fast turnaround times.
The high regard for Oxford Nanopore’s technology was demonstrated
as new strategic collaborations were formed to develop and access
new growth markets in biopharma, clinical and industrial applications,
including a collaboration with Lonza to develop a novel test to
accelerate analysis of mRNA products. Furthermore, existing
collaborations were advanced, including the launch of the
AmplideX
®
Nanopore Carrier Plus Kit with Asuragen in Q4 2024, as
well as the development of a test to determine antibiotic resistance in
tuberculosis with BioMerieux, which is expected to be released as a
research-only product in Q1 2025, prior to seeking IVD approvals.
Empowered by the desire to use the technology to drive advances
in medical research, clinical and applied practice and global public
health, 2024 brought about significant advancements in both our
Oxford Nanopore Technologies Annual Report & Accounts 2024116
end-to-end workflows targeting the Applied market. With regards
to the launch of Q-Line, the Q-Line GridION was released and is
CFRpt11 compliant (R9). The Product Performance measure
delivered an on-target achievement with Q20+ representing 90% of
revenue (excluding EGP and Q-Line), with the average customer
accuracy above Q20. The bonus outcome for these measures
equated to a bonus multiple of 116.6% of the target level (c. 58.3%
of max) allocated to this measure.
The focus of the ESG measure in 2024 was employee engagement, with
a 10% weighting, ensuring a highly engaged workforce and inclusive
culture is critical to the achievement of Oxford Nanopore’s ambitions.
Three employee pulse surveys were run through the year and
measured both average participation and positive sentiment with
regards to various areas aspects of the working culture at Oxford
Nanopore. This was the first time such surveys were conducted at
Oxford Nanopore and therefore set a baseline for subsequent years.
The participation target was stretching, with threshold set at 60%.
Actual participation across the surveys was 55% and therefore no
bonus multiple was awarded for this metric. However, the employee
sentiment captured across all three surveys was very positive and
demonstrated high levels of employee engagement. An on-target
achievement was set at 67.5%; the positive sentiment provided in the
survey surpassed this with an average positive response rate of 74.6%.
As a result, the bonus outcome for the employee sentiment was
156.8% of target (78.4% of max). Looking at the two components
together, the ESG measure equated to a bonus multiple of 78.4% of the
target level (39.2% of max).
Further detail on the performance against these measures can
be found on page 122.
The resulting bonus equated to 96.53% of the target bonus
opportunity (48.26% of the maximum bonus opportunity) for the
two Executive Directors. The Committee believes that the formulaic
outcomes of the bonus calculations are appropriate in light of the
Company and individual performance delivered in the year and so
has not applied discretion. In line with the Policy, 33% of the bonus
awarded to the Executive Directors will be deferred into shares,
50% of which must be held for one year and 50% for two years.
The post-IPO long-term incentive awards granted in April 2022 are
due to vest on 11 April 2025 based on relative TSR performance
conditions measured over the three-year performance period
ending 31 December 2024. Based on the assessment of this
performance, 17.74% of the awards granted will vest. Further detail
can be found on page 123. Similarly, the Committee considered this
to be a fair reflection of the overall performance and confirmed the
vesting without the exercise of discretion.
In addition, while the normal policy is to grant LTIP awards each
year at a level of 250% of salary for the CEO, in light of the share
price at the time of the grant in April 2024, this level was reduced by
30%. This reflects the second consecutive year in which a reduction
in the grant level was adopted. The 200% of salary level of grant
made to the CFO was consistent with policy.
Remuneration Policy Review
The current Directors’ remuneration Policy was approved by 99.7%
of shareholders at the 2022 Annual General Meeting.
The Committee considered alternative approaches to reward but
concluded that the Policy has operated well and aligned reward to
the shareholder experience and performance of the Company.
On that basis, the Committee is proposing the renewal of the Policy
technology and applications, including i) the Early Access3 launch
of PromethION 2 Integrated (P2i) and continued rollout of the
PromethION 2 Solo (P2S), following its successful launch in 2023.
At 31 December 2024, there were more than 1,900 P2 devices in the
field, demonstrating continued market traction, the Early Access
launch of the MinION MK1D in Q4 2024 to mark ten years of MinION,
the smallest sequencer on the market, and the launch of new
products from our regulated product pipeline to drive adoption in
new clinical and applied markets, including GridION Q, from our
locked down Q-Line product range, and the Early Access launch of
ElysION, our sample-to-answer automated sequencing solution.
In recognition that our employees are key to driving the future
success of the Company, throughout 2024, there has been a
continued focus on ensuring our commercial and operational
teams are aligned across our business, ensuring we can drive value
for our customers through lean and high-performing teams.
Performance and reward for FY24
The ABP measures and targets were set at the start of FY24 and no
adjustments to the targets were made during the year. These comprise:
Financial measures:
• Group Revenue growth (45% weighting); and
• Gross profit margin (25% weighting); and
• Strategic Scorecard measures (20% weighting) focused on
market expansion.
These measures assessed the level of completion during 2024
against defined targets of the following:
• End2End workflows;
• Q-Line;
• Product Performance; and
• An ESG measure (10% weighting) focused on ensuring employees
are highly engaged and motivated to ensure delivery.
With regards to the performance against each of the financial
measures, noting the challenging macroeconomic backdrop:
• The Company delivered revenue of £183.2 million (£184.56 million
on a constant currency basis): this was an increase of 11.1%
on a constant currency basis, 8% on a reported basis. This
achievement was supported by the expansion of the customer
end-markets outside of Research i.e. Applied Industrial,
BioPharma and Clinical, offset due to combined headwinds from
COVID Sequencing and the Emirates Genome Programme. The
revenue outcome equated to a bonus multiple of 80.4%) of the
target (40.2% of max), allocated to this measure; and
• Gross Profit margin for FY24 was 57.5%. As noted above, this was
driven by underlying margin improvements across Flow Cells and
devices, offsetting product mix and currency headwinds. Margin
expansion in 2024 also reflects the one-off headwinds in 2023
that did not repeat in 2024 (including the adverse performance of
the EGP, the write-off of excess COVID sequencing kits and
legacy devices and upgrading the computer on large
PromethION devices). This margin achievement delivered a
bonus multiple of 116.7% of the target (58.35% of max), allocated
to this measure.
Turning to the Strategic Scorecard measures, 2024 saw good
strides being made with market expansion plans. The first strategic
measure was delivered to the maximum; with the release of eight
end-to-end workflows targeting the research market and four
Corporate Governance Financial Statements Further InformationStrategic Report
Oxford Nanopore TechnologiesAnnual Report & Accounts 2024 117
Directors’ remuneration report continued
at the 2025 AGM (it having reached its third anniversary and,
therefore, requiring renewal) with no material amendments.
As part of this process, we engaged with our largest shareholders
and the main proxy advisory firms and believe that the majority of
our shareholders support this renewal. While not part of the policy
as such, a number of the largest shareholders indicated a desire for
the Committee to consider increasing the weighting of the financial
measures to profit-based targets. Having considered this, the
Committee has decided to reweight the revenue and margin
components of the 2025 annual bonus to give more emphasis to
gross margin (adjusted to a 30% weighting from 25%) whilst still
maintaining strong focus on driving revenue growth (a reduction in
weighting from 45% to 40%) and to add a new measure to the 2025
LTIP grant linked to the achievement of an EBITDA profit in 2027.
These are further explained below.
The other change which requires a separate shareholder
resolution, is to remove the 5% in ten years dilution limit from the
LTIP. This both reflects the latest position in the leading institutional
shareholder guidelines and ensures that the LTIP can continue to
operate as intended into the medium term given the prime focus
which equity incentives contribute to the wider incentivisation
culture at the Company. The Company is acutely mindful of the
importance of shareholder dilution to many shareholders and
emphasises that the overarching “10% in ten years” limit will be
retained, ensuring no increase in the maximum overall potential
dilution under the Company’s share plans.
Implementation of the policy for 2025
The importance of the alignment of the remuneration structure
throughout the workforce and the tone of communication with
regards to the Company’s strategic focus are key considerations of
the Committee when making decisions on executive base pay. In
order to demonstrate the importance of moving the Company to
profitability and, therefore, ensuring good cost stewardship, the
Executive Directors asked the Remuneration Committee not to
consider them for a salary increase for 2025. This extended to the
Executive Committee and Senior Management employees with the
wider employee population being allocated a budget of 2.5% for base
pay increases, a reduction on the 3.5% provided for the 2024 review.
Bonus arrangements will continue to operate in line with the Policy,
with a maximum opportunity of 200% of salary for the CEO and
160% for the CFO, with 33% of any bonus earned subject to deferral
into awards over shares in the Company.
The FY25 bonus will be assessed against a similar scorecard to
2024 with a combination of financial and non-financial objectives
which are set out on page 119 and which include an increased
weighting on margin.
As referred to above, the policy is for LTIP awards to be granted
over shares worth 250% of salary in the case of the CEO and 200%
of salary in respect of the CFO. In the prior two years, a scale back
has been applied to the number of shares granted to recognise the
material decline in the Company’s share price since IPO. The
Committee has assessed share price performance since the April
2024 grant date and determined that the award to be granted in
2025 should be consistent with policy. These awards will retain the
historic stretching TSR performance conditions with 25% vesting at
median, rising to full vesting at upper quartile, which will determine
66.66% of the vesting outcome. TSR is measured, as to 33.3%,
relative to a bespoke group of 14 international life sciences
companies and, as to the other 33.3%, relative to the constituents
of the FTSE350 (excluding investment trusts). The final 33.3% of the
vesting outcome will be determined by the outcome of adjusted
EBITDA in 2027, with reference to the range noted on page 119. This
additional, new metric will provide alignment of the remuneration
with the Group’s key 2027 financial target.
Board changes
A number of changes to the Board were announced in 2024.
Nick Keher joined as Chief Financial Officer and Director on
22 January 2024. Clive Brown stepped down from the Board as
Executive Director on 29 February 2024 and Spike Willcocks
and Tim Cowper on 10 June 2024. Spike and Tim continue to
serve on the Company’s Operating Committee and remain in their
operational leadership roles: Spike as Chief Strategy Officer, and
Tim as Chief Operating Officer.
Wendy Becker stepped down from the Board in her capacity as
Chair of the Remuneration Committee and Senior Independent
Director following the AGM on 10 June 2024. I was appointed
interim Chair of the Remuneration Committee with immediate
effect and Kate Priestman was appointed as the Senior
Independent Director on 16 December 2024. Guy Harmelin
stepped down from the Board on 1 October 2024 and Dr Daniel
Mahony joined the Board as an independent Non-Executive
Director, on 1 October 2024.
Conclusions
FY24 has been a year in which the Company has made continued
progress in market expansion, entering new key contracts, building
on existing partnerships and delivering further innovative
technology to the market. The Committee therefore regards the
reward outcomes for the Executive Directors to be appropriate
without the exercise of any discretion.
We are pleased with the support we have received from
shareholders, with over 99% approval from the votes cast at the
last AGM for the annual remuneration report for 2023.
As a Committee, we continue to be committed to supporting the
Company’s ambition to be a high-performing organisation by
incentivising and rewarding performance. The Directors’
Remuneration Policy proposed for shareholder approval is
considered to underpin the Group’s strategy, reflect the market
environment, and provide a strong support for ensuring the focus
of the Company’s leadership team is on the continued long-term,
sustainable success of the business.
As you read our Directors’ Remuneration Policy and Directors’
Remuneration Report on the following pages, I hope it is clear how
Committee decisions support the Company as a high-performing
organisation by rewarding sustainable performance which is at the
heart of Oxford Nanopore’s corporate strategy and vital to meeting
investors’ goals.
We look forward to welcoming you and receiving your support
at the AGM.
John O’Higgins
Interim Chair of the Remuneration Committee
18 March 2025
Oxford Nanopore Technologies Annual Report & Accounts 2024118
This section of the Directors’ remuneration report provides details of:
• How we propose to implement our Directors’ Remuneration Policy for 2025 subject to approval of the Policy at the 2025 AGM; and
• How Directors were paid for the year ending 31 December 2024.
Implementation of policy for 2025
Component of Pay Implementation for FY25
Base salaries CEO: £832,000 CFO: £425,000
There will be no change to salaries as part of the Company’s Annual Pay review in April 2025.
Benefits and
pension
For CEO & CFO a pension contribution or allowance of 6% of base salary.
No changes to benefit provision.
Annual bonus CEO: Maximum 200% of base salary
CFO: Maximum 160% of base salary (target bonus is 50% of maximum).
Subject to the following performance conditions:
• Group revenue growth – 40% weighting (Reduced from 45% in prior years).
• Group gross profit margin – 30% weighting (Increased from 25% in prior years).
• Non-financial – 20% weighting, which will consist of a range of measures linked to key strategic projects in FY25.
• ESG – 10% weighting, which will consist of a range of measures linked to the Company’s approach to ESG.
• Consistent with market practice, the target ranges are currently commercially sensitive and will be reported next year.
LTIP CEO: Maximum award of 250% of base salary
CFO: Maximum award of 200% of base salary
Subject to the following performance conditions:
• 33% of the performance measure depending on the Company’s Total Shareholder Return (TSR) position against a
group of comparators consisting of 14 global life sciences and other companies; and
• 33% depending on the Company’s TSR position against the constituents of the FTSE350, excluding investment trusts.
With regards to the TSR measures 25% of the LTIP awards will vest at threshold for median performance, with vesting up
to 100% if upper quartile performance is achieved.
• 33% aligned to driving the achievement of EBITDA breakeven in 2027 (with a target adjusted EBITDA range of minus
-£20m to £10m for 2027. Threshold vesting of 25% for an acheivement of -£20m with maximum vesting at £10m and
straight-line vesting from the threshold to the maximum value). This is a new measure for 2025, previously each of the
TSR measures noted above detrmined 50% of the vesting outcome.
Details of the TSR peer group are as follows:
Adaptive Biotechnologies
Biotechne
Cellink (now BICO Group B)
Exact Sciences
Guardant
Illumina
Seer
Singular Genomics
Pacific Biosciences
Quanterix
Qiagen
Twist Biosciences
908devices
10X Genomics
NED fees
Chair fee: £275,000
Non-Executive Director base fee: £72,500
(All of which are expected to remain
unchanged for 2025)
Audit and Remuneration Committee Chairs: £20,000
Senior Independent Director Fee: £20,000
Annual Remuneration report
Corporate Governance Financial Statements Further InformationStrategic Report
Oxford Nanopore TechnologiesAnnual Report & Accounts 2024 119
Remuneration Outcomes for 2024
Single figure table for Executive and Non-Executive Directors (audited)
The following tables set out the single total figures of remuneration for Executive and Non-Executive Directors for the period from
1 January 2024 to 31 December 2024 with comparative information for the period 1 January 2023 to 31 December 2023.
Executive Directors
£
Gordon Sanghera Nick Keher
2
Tim Cowper
3,9
Clive Brown
4,10
Spike Willcocks
5,11
FY24 FY23 FY24 FY23 FY24 FY23 FY24 FY23 FY24 FY23
Salary and fees
1
832,000 824,000 402,460 n/a 230,160 515,000 108,200 645,000 300,550 677,680
Benefits
6
738 747 2,178 n/a 1,076 2,547 421 2,547 7,573 16,566
Pension
7
49,920 49,440 24,148 n/a 13,810 30,900 6,492 38,700 7,166 15,927
Total fixed remuneration 882,658 874,187 428,786 n/a 245,046 548,447 115,113 686,247 315,289 710,173
Annual Bonus
8
803,130 461,427 309,371 n/a 177,742 230,714 83,554 292,829 227,981 304,352
Long-Term Incentive
(Performance Share Plan)
12
132,818 – – n/a 66,191 – 79,429 – 83,438 –
Total variable remuneration 935,948 461,427 309,371 n/a 243,933 230,714 162,983 292,829 311,419 304,352
Other One-off payment
13
– 15,384 – n/a – - – 11,538 – –
Total remuneration 1,818,606 1,350,998 738,157 n/a 488,979 779,161 278,096 990,614 626,708 1,041,525
1. Base salaries of the Executive Directors have been rounded to the nearest £10.
2. Remuneration for Nick Keher is shown from 22 January 2024, the date of joining from the Board.
3. Total Fixed Remuneration for Tim Cowper is shown up to 10 June 2024, the date he stepped down from the Broad. The full year remuneration is salary and fees of
£520,000, benefits of £2,538 and pension of £31,200 giving Total Fixed Remuneration of £553,738.
4. Total Fixed Remuneration for Clive Brown is shown up to 29 February 2024, the date he stepped down from the Board. The full year remuneration is salary and fees of
£660,000, benefits of £2,538 and pension of £39,600 giving Total Fixed Remuneration of £702,138.
5. Total Fixed Remuneration for Spike Willcocks has been converted to Pounds Sterling from US Dollars using an exchange rate of 1.2786 which is the average rate for
FY24. Remuneration is shown up to 10 June 2024, the date he stepped down from the Board. The full year remuneration, including a £12,000 annual fee (pro rata) in
respect of plc board duties is salary and fees of £672,306, benefits of £17,110 and pension of £16,190 giving Total Fixed Remuneration of £705,605.
6. Benefits comprise private medical insurance for all Executive Directors. In addition, Nick Keher, Tim Cowper and Clive Brown participate in the UK SIP, and the
benefits number includes matching shares with a value of up to £1,800 per annum.
7. All UK-based Executive Directors receive cash in lieu of pension contributions or employer pension contributions. The pensions value for Spike Willcocks is the
matching employer contribution to the US 401(k) plan.
8. The Annual Bonus Plan is the bonus payable for performance year 2024. One third of the cash bonus amount will be deferred into awards over Oxford Nanopore
shares under the Deferred Bonus Plan (DBP) in line with the Policy.
9. 2024 bonus for Tim Cowper is pro-rated for the period in year served as a director (1 January 2024 to 10 June 2024). He also received a bonus of £223,823 for the 2024
period he remained an employee of the Company (11 June 2024 to 31 December 2024) assessed on the same basis as his 2024 bonus received for serving as a
director. His aggregate 2024 bonus was therefore £401,565.
10. 2024 bonus for Clive Brown is pro-rated for the period in year served as a director (1 January 2024 to 29 February 2024). He also received a bonus of £426,124 for the
2024 period he remained an employee of the Company (1 March 2024 to 31 December 2024) assessed on the same basis as his 2024 bonus received for serving as a
director. His aggregate 2024 bonus was therefore £509,678.
11. 2024 bonus for Spike Willcocks is pro-rated for the period in year served as a director (1 January 2024 to 10 June 2024). He also received a bonus of £287,087 for the
2024 period he remained an employee of the Company (11 June 2024 to 31 December 2024) assessed on the same basis as his 2024 bonus received for serving as a
director. His aggregate 2024 bonus was therefore £515,068. The bonus amounts have been converted to Pounds Sterling from US Dollars using an exchange rate of
1.2786 which is the average rate for FY24.
12. The Long-Term Incentive comprises the value of shares vesting within the performance period ending 31 December 2024. 17.74% of the shares granted in April 2022
under the Long-Term Incentive Plan have vested; the value calculated is based on the average share price for 3 months to 31 December 2024 of £1.43. Figures will be
restated to reflect the actual share price at vesting in the 2025 Annual report. No element of this relates to share price appreciation. For tose stepping down from the
Board, the full value of the LTIP vesting has been included for all Executive Directors to refleact that the majority of the performance period was completed whilst
they were a member of the Board. The award remained subject to the same performance conditions after they stepped down and will vest at the normal time.
13. The one-off payment received by Gordon Sanghera and Clive Brown in 2023 represents a payment in lieu of holiday that could not be taken.
Oxford Nanopore Technologies Annual Report & Accounts 2024120
1. Fees received by Wendy Becker are for the period 1 January 2024 to 10 June 2024, when she stepped down from the Board of Directors.
2. Fees received by Guy Harmelin are for the period 1 January 2024 to 1 October 2024, when he stepped down from the Board of Directors.
3. Fees received by Sarah Fortune include a travel allowance of £7,500 per visit to the UK.
4. Fees received by Heather Preston include a travel allowance of £7,500 per visit to the UK.
5. Fees received by Dan Mahony are for the period commencing on the date of appointment to the Board of Directors 1 October 2024 to 31 December 2024.
6. Benefits comprise taxable travel and subsistence-related expenditure in the UK.
Non-Executive Directors
£
Wendy Becker
1
Dr Guy Harmelin
2
Adrian Hennah Dr Sarah Fortune
3
John O’Higgins
FY24 FY23 FY24 FY23 FY24 FY23 FY24 FY23 FY24 FY23
Salary and fees 49,932 111,884 54,474 71,884 92,500 91,884 110,000 2,582 83,678 71,884
Benefits – – – 2,088 – – 7,237 – 2,628 –
Total remuneration 49.932 111,884 54,474 73,972 92,500 91,884 117,237 2,582 86,306 71,884
£
Dr Heather Preston
4
Kate Priestman Dan Mahony
5
Duncan Tatton-Brown
FY24 FY23 FY24 FY23 FY24 FY23 FY24 FY23
Salary and fees 117,50 0 2,582 73,374 34,164 18,224 – 275,000 275,000
Benefits
6
14,805 – 852 1,149 – – 1,640 539
Total remuneration 132,305 2,582 74,226 35,313 18,224 – 276,640 275,539
Corporate Governance Financial Statements Further InformationStrategic Report
Oxford Nanopore TechnologiesAnnual Report & Accounts 2024 121
Directors’ remuneration report continued
Notes to the single figure table for Executive Directors (audited)
Annual Bonus Plan (ABP) (audited)
The maximum ABP opportunity for 2024 was 200% of salary for the CEO and 160% for the other three Executive Directors (unchanged from
FY21 for the period from IPO). The ABP performance measures were based on the achievement of Group financial targets and a scorecard
of quantifiable strategic objectives. Performance targets and actual outturn as a percentage of the target bonus are summarised below.
Performance measures Weighting Threshold Target Maximum
Outcome to
target by
measure
Actual 2024
Achievement
(% of target
bonus)
Bonus
outcome
by measure
(% of max.
bonus)
Financial measures
Group revenue growth
Group gross
profit margin
45%
25%
£180m
53.3%
£187.5m
57%
£195m
60%
£184.56m
57.5%
36.19%
29.17%
18.09%
14.59%
Strategic Scorecard
measures:
20%
End2End Workflows Release of six End2End
workflows targetting
research market
As threshold plus two
End2End workflows for
applied market
Release of eight
End2End workflows
targeting research
market plus four
End2End workflows for
applied market
Maximum
achieved
13.33% 100%
Q-Line • Q-Line GridION
released & CFRpt11
compliant (R9)
• As threshold plus
CFRpt11 compliant
(R10)
• As target plus Q-Line
P24 released and
CFRpt11 compliant
(R10)
Threshold
achieved
3.33% 25%
Product Performance • Q20+ representing
90% of revenue (excl.
EGP and Q-Line)
• As threshold plus
average customer
accuracy in field to be
at or above Q20 (when
running HAC
basecaller on LSK114+)
• As per target plus
output increased by a
preset margin
Target
achieved
6.67% 50%
ESG 10% 7.84% 3.92%
Pulse engagement
survey – average
employee participation
5% 60% 70% 80% 55% 0%
High levels of employee
engagement
5% 60% 67.5% 80% 74.6% 78.4%
Total 100% 96.53% 48.26%
The performance measures were set at the start of the year and were based on external market guidance, our strategic priorities,
and a desire to align part of our executive pay arrangements to ESG. All targets were set on a stretching basis.
With regards to Revenue Growth, the gross revenue for 2024 was £184.56m on a constant currency basis (£183.2m on a reported basis).
This represents an achievement of just below target, providing a bonus multiple of 80.4% of the target opportunity. Target was not met
due to headwinds from COVID Sequencing and the Emirates Genome Programme.
The gross profit margin for the year ending 31 December 2024 is 57.5%. This represents an above target outcome and a bonus multiple of
116.7% of the target opportunity. This outcome is driven by margin improvements across the product portfolio, particularly across both
PromethION Flow Cells and devices,
Innovation to support market expansion was strong in 2024. We released 11 End2End workflows supporting our research customers and
five workflows to support the applied market. This success provided a bonus outcome of 2x (x being 6.66%), of the target opportunity for
this Strategic Scorecard measure. With regards to the second measure, Q-Line GridION has been released and is CFRpt11 compliant (R9),
delivering a threshold outcome of 0.5x of the target opportunity for this measure. Product Performance was the focus of the third
measure within the Strategic Scorecard, with Q20+ representing more than 90% of our revenue (excl. EGP and Q-Line) and the average
customer accuracy in field was above Q20 (when running HAC basecaller on LSK114+). These achievements provided an on-target outcome
for this measure. In totality the Strategic Scorecard achieved 116.7% of the target opportunity.
Understanding how engaged the employees of the Company are was the focus of the ESG metrics. Three pulse surveys were run through
the year; participation across the surveys averaged at 55% and therefore did not meet the baseline of 60% that was set. As a result, no
bonus outcome was awarded for this measure. However, the survey responses indicated high levels of engagement, with the average
positive responses across the three surveys being 74.6%. As a result, this gave a bonus outcome of 156.8% of the target opportunity (5%)
for this measure.
Oxford Nanopore Technologies Annual Report & Accounts 2024122
Taking into account these achievements, the Remuneration Committee determined that a bonus of 96.53% of target (48.26% of the
maximum) would be payable for 2024. The Committee believes that the formulaic outcomes of the bonus calculations are appropriate in
light of the Company and individual performance delivered in the year and so has not applied discretion.
ABP payments are calculated using base salary as at 31 December 2024, in line with the global policy that applies to other employees
across the Company. Consistent with the Policy, one third of the entire bonus will be deferred into an award of shares under the DBP, with a
holding period of one year for 50% of the award, and two years for the remaining 50% of the award, with vesting generally subject to
continued employment.
Long Term Incentives (LTI) – Vesting of Performance Share Awards granted in April 2022
Long-term incentives in the single figure table of remuneration for 2024 comprise the value of shares vesting in April 2025 under the
Performance Share Award granted on 11 April 2022. The value shown in the table is based on the average share price for the three months
from 1 October 2024 to 31 December 2024. Details by participant are as follows:
Executive Directors
No. of Shares
granted
1
Price at grant Value at grant
No. of Shares
vesting Vesting Price
2
Vesting Value
Gordon Sanghera 523,560 £3.82 2,000,000 92,880 £1.43 £132, 817.75
Tim Cowper 261,780 £3.82 1,000,000 46,440 £1.43 £66,190.61
Spike Willcocks 329,991 £3.82 1,260,566 58,540 £1.43 £83,437.6 4
Clive Brown 314,136 £3.82 1,200,000 55,728 £1.43 £79,428.73
1. The shares were granted on 11 April 2022.
2. The value at vesting is based on the share price of £1.43 which was the average closing price from 1 October to 31 December 2024. As the awards vest after the
publication of the 2024 annual results, figures will be restated to reflect the actual share price at vesting in the 2025 Annual report.
3. The awards are subject to a two-year holding period.
Consideration of performance for the 2022 PSP awards
In April 2022 the Executive Directors received Performance share awards under the Oxford Nanopore Technologies plc Long-Term
Incentive Plan (LTIP), with vesting subject to relative TSR performance.
50% of the LTIP awards is based on a relative TSR condition vs. the FTSE 350 (excluding investment trusts) and the remaining 50% is
subject to a relative TSR condition vs. a bespoke Life Sciences peer group.
The PSP awards granted in 2022, measuring performance over a three-year period to 31 December 2024, will vest at 17.74% of maximum.
The Company was ranked below the required threshold performance for the FTSE 350 element resulting in nil vesting under this condition.
The Company’s performance against a bespoke group of 18 Life Science companies placed Oxford Nanopore Technologies between the
median and upper quartile of the peer group resulting in 35.49% vesting under this condition.
The Committee did not deem it necessary to exercise any discretion in relation to the vesting of the awards. Malus and Clawback provisions
were not used in the FY 24 financial year.
The table below shows the performance against the 2022 PSP award conditions and vesting outcome.
Plan Date of grant Peer group
Rank TSR
1
Vesting (% max
100%)Median Upper Quartile
Oxford Nanopore
Technologies
Oxford Nanopore
Technologies
LTIP 11-Apr-22 FTSE 350 123.50 62.00 239.82 -77.2% 0.00%
Life Sciences
2
9.00 4.75 8.41 35.49%
1. TSR is calculated as a percentage change in return index from the start to the end of the performance period. The return index is calculated by considering the
movements in share price together with the dividends reinvested on the ex-dividend date.
For the 2022 awards the base return index for the Company has been averaged over each weekday in the period immediately from the date of Admission (5 October
2021) to the day before the start of the performance period.
2. The Life Sciences peer group is comprised of Adaptive Biotechnologies, Biotechne, BICO group B (formerly known as Cellink), Exact Sciences, Guardant, Illumina,
Olink, Seer, Singular Genomics, Pacific Biosciences, Quanterix, Qiagen, Twist Biosciences, 908devices, 10X Genomics, Phenomex (formerly known as Berkeley Lights)
– delist.03/10/23, Nanostring Technologies – delist.26/06/24.
3. The delisted companies have been excluded from all calculations within the FTSE 350 group and within the Life Sciences group where delisting occurs in the first half
of the performance period. Where they delist in the second half of the performance period in the Life Sciences group, they are generally tracked forward by the
acquiror or median of the rest of the peer group.
Corporate Governance Financial Statements Further InformationStrategic Report
Oxford Nanopore TechnologiesAnnual Report & Accounts 2024 123
Directors’ remuneration report continued
Awards granted in 2024
Long-Term Incentive (LTIP) (audited)
On 11 April 2024, the Executive Directors received awards of shares under the LTIP as a percentage of salary in line with the terms of the
Policy. To recognise that there had been no recovery in share price since the April 2023 award, the Committee exercised their discretion to
scale back the number of awards granted by 30%. The three-year performance period over which performance will be measured is from
1 January 2024 to 31 December 2026. The performance measures and targets for awards made in April 2024 are outlined below:
2024 LTIP Relative TSR – depending on the Company’s TSR
position against a group of comparators consisting
of 14 global life sciences and other companies.
Relative TSR – depending on the Company’s TSR
position against the constituents of the FTSE 350,
excluding investment trusts.
Weighting target range 50% median to upper quartile 50% median to upper quartile
• 25% of the LTIP awards will vest at threshold, with vesting up to 100% only if upper quartile performance is achieved for both measures;
• A ranking position between median and upper quartile will result in a vesting outcome calculated on a straight-line basis by ranking with
interpolation between positions;
• A three-month backward-looking averaging period will be used (starting from three months prior to the start and end of the
performance period (i.e. October to December)); and
• The TSR of each company in the 14 life sciences and other companies group will be measured in local currency.
The Committee will reserve discretion as to the treatment of companies which delist.
In accordance with the plan rules, the number of performance shares granted under the LTIP, as shown in the table below, was calculated
using the average closing price for the five trading days prior to the date of grant.
Name Date of grant
Face value of LTIP
Performance Share
award on grant
2
Price per Share
Number of Shares
subject to LTIP award
(post scale back)
2
Gordon Sanghera 11-Apr-24 £1,455,999 £1.1378 1,279,662
Nick Keher 11-Apr-24 £849,999 £1.1378 747,055
Tim Cowper 11- A pr-24 £728,000 £1.1378 639,831
Spike Willcocks
1
11-Apr-24 £949,816 £1.1378 834,783
1. The face value of the share award on grant for Spike Willcocks was converted to Pounds Sterling from US dollars using the exchange rate of US$1.257:£1 which was
the closing exchange rate on the last working day before the grant.
2. The number of shares subject to the LTIP award (excluding Nick Keher) was scaled back by 30% due to the lack of recovery in share price from the previous grant in April
2023. The face value of the awards also reflects the 30% scale back (excluding Nick Keher).
Deferred Bonus Plan (DBP) (audited)
On 11 April 2024, share awards were granted under the DBP to the Executive Directors for the deferred element (one third) of their
FY23 annual bonus.
DBP awards granted during the year
Name Date of grant
Face value of
DBP award on grant
1
Price per Share
2
Number of Shares
subject to DBP Award
Gordon Sanghera 11-Apr-24 £153,809 £1.1378 135,181
Tim Cowper 11- A pr-24 £76,905 £1.1378 67,590
Spike Willcocks
3
11-Apr-24 £100,337 £1.1378 88,184
1. Equates to one third deferral of FY23 bonus.
2. Calculated by using the five-day closing average share price prior to the date of grant.
3. The face value of the share award on grant for Spike Willcocks was converted to Pounds Sterling from US dollars using the exchange rate of US$1.257:£1, which was the
closing exchange rate on the last working day before the grant.
Oxford Nanopore Technologies Annual Report & Accounts 2024124
Summary of outstanding share awards (audited)
The table below details the share awards and options granted to the Executive Directors under the various pre- and post-IPO
arrangements and granted during FY24 under the DBP and LTIP.
Director
Name of
Share Plan
Exercise
price
Award
Grant Date
As at
1.1.24
Granted
during
year ended
31.12. 24
Exercised/
released
during 2024
3,4
As at
31.12. 24
Vested but not
exercised during
2024
Earliest date
shares can be
acquired/
released
Date of
Lapse of
award
Gordon
Sanghera
CSOP approved £1.035 14-Jan-19 28,980 – – 28,980 – 14-Jan-22 14-Jan-29
Founder LTIP
1
22-Jun-21 15,601,160 – 7,96 8,291 7,632,869 – 22-Jun-24 31-D ec-26
USOP unapproved £1.035 14 -Jan-19 641,020 – – 641,020 – 14-Jan-22 14-Jan-29
USOP unapproved £3.0625 15-Jun-21 2,400,000 – – 2,400,000 400,000 15-Jun-24 15-Jun-31
Deferred Bonus Plan 11-Apr-22 36,113 – 36,113 – – 11-Apr-23 –
Deferred Bonus Plan 11-Apr-23 112 ,772 – 56,386 56,386 – 11-Apr-24 –
Deferred Bonus Plan 11-Apr-24 – 135,181 – 135,181 – 11-Apr-25 –
LTIP 11-Apr-22 523,560 – – 523,560 – 11-Apr-27 –
LTIP 11-Apr-23 680,373 – – 680,373 – 11-Apr-28 –
LTIP 11-Apr-24 – 1,279,662 – 1,279,662 – 11-Apr-29 –
Nick
Keher
LTIP 11 Apr 24 – 747,055 – 747,055 – 11-Apr-29 –
Tim
Cowper
CSOP approved £1.035 14-Jan-19 28,980 – – 28,980 – 14-Jan-22 14-Jan-29
Founder LTIP
1
22-Jun-21 3,545,720 – 1,810,976 1,734,744 – 22-Jun-24 31- Dec-26
Options
– UK unapproved
£1.20 10-Nov-16 162,836 – – 162,836 – 10-Nov-19 10-Nov-26
USOP unapproved £1.035 14-Jan-19 771,020 – – 771,020 – 14-Jan-22 14-Jan-29
USOP unapproved £3.0625 15-Jun-21 1,600,000 – – 1,600,000 266,680 15-Jun-24 15-Jun-31
Deferred Bonus Plan 11-Apr-22 16,743 – 16,743 – – 11-Apr-23 –
Deferred Bonus Plan 11-Apr-23 56,385 28,193 28,192 – – 11-Apr-24 –
Deferred Bonus Plan 11-Apr-24 – 67,590 – 67,590 – 11-Apr-25 –
LTIP 11-Apr-22 261,780 – 261,780 – 11-Apr-27 –
LTIP 11-Apr-23 340,186 – – 340,186 – 11-Apr-28 –
LTIP 11-Apr-24 – 639,831 – 639,831 – 11-Apr-29 –
Spike
Willcocks
Founder LTIP
1
22-Jun-21 12,76 4,600 – 6,519,518 6,245,082 – 22-Jun-24 31-D ec-26
USOP unapproved £1.035 02-Jul-19 1,260,000 – – 1,260,000 – 02-Jul-22 02-Jul-29
USOP unapproved £3.0625 15-Jun-21 1,600,000 – – 1,600,000 266,680 15-Jun-24 15-Jun-31
Deferred Bonus Plan 11-Apr-22 48,441 – 24,221 24,220 – 11-Apr-23 –
Deferred Bonus Plan 11-Apr-23 74,335 – 37,168 37,167 – 11-Apr-24 –
Deferred Bonus Plan 11-Apr-24 – 88,184 – 88,184 – 11-Apr-25 –
LTIP 11-Apr-22 329,991 – 329,991 – 11-Apr-27 –
LTIP 11-Apr-23 448,477 – – 448,477 – 11-Apr-28 –
LTIP 11-Apr-24 – 834,783 – 834,783 – 11-Apr-29 –
Clive
Brown
Founder LTIP
1
22-Jun-21 14,182,800 - 7,243,905 6,938,975 - 22-Jun-24 31- De c-26
Options- UK
unapproved
£1.20 10-Nov-16 1,300,000 – – 1,300,000 – 10-Nov-19 10-Nov-26
USOP unapproved £1.035 14-Jan-19 871,020 – – 871,020 – 14-Jan-22 14-Jan-29
USOP unapproved £3.06 15-Jun-21 1,800,000 – – 1,800,000 300,000 15-Jun-24 15-Jun-31
Deferred Bonus Plan 11-Apr-22 22,397 – 22,397 – – 11-Apr-23 –
Deferred Bonus Plan 11-Apr-23 67,663 – 33,832 33,831 – 11-Apr-24 –
Deferred Bonus Plan 11-Apr-24 – 85,788 –
85,788 – 11-Apr-25 –
LTIP 11-Apr-22 314,136 – – 314,136 – 11-Apr-27 –
LTIP 11-Apr-23 431,775 – – 431,775 – 11-Apr-28 –
LTIP 11-Apr-24 – 812,093 – 812,093 – 11-Apr-29 –
1. The award granted under the Founder LTIP can be referenced to page 255 of the prospectus where it is cited as “Conditional Award”. The market value per share at
the date of award was £3.50. Vested awards are subject to a holding requirement as defined by the plan rules.
2. All CSOP and unapproved share options met their performance conditions pre-IPO and are now subject only to the employee’s ongoing employment and holding periods.
3. The first tranche of Founder LTIP awards was released on 27 June 2024 (3,737,257 to Gordon Sanghera, 849,377 to Tim Cowper, 3,057,759 to Spike Willcocks, and
3,397,508 to Clive Brown); the closing price on this date was £0.98. The second tranche of Founder LTIP awards was released on 14 October 2024 (4,231,034 to
Gordon Sanghera, 961,599 to Tim Cowper, 3,461,759 to Spike Willcocks, and 3,846,397 to Clive Brown); the closing price on this date was £1.42.
4. Deferred Bonus Plan shares were released on 11 April 2024 (the remaining 50% of the 2022 award and the first 50% of the 2023 award); the closing price on this date
was £1.089.
Corporate Governance Financial Statements Further InformationStrategic Report
Oxford Nanopore TechnologiesAnnual Report & Accounts 2024 125
Directors’ remuneration report continued
UK Share Incentive Plan (SIP) shares awarded (audited)
The UK SIP is a tax-favoured all-employee plan that enables UK employees to save out of pre-tax salary. Monthly contributions are used by
the plan trustee to buy Oxford Nanopore shares (partnership shares). The Company funds an award of an equal number of shares
(matching shares). The current maximum contribution is £150 per month. Shares held in the plan for five years will be free of income tax
and National Insurance, as well as Capital Gains Tax if retained in the plan until sold.
Director
Shares held at
1.1.24
Partnership shares
acquired to
31.12.24
Matching shares
acquired to
31.12.24
1
Free Shares
awarded to
31.12.24
Total Shares held
31.12.24
Partnership & Matching
Shares acquired between
1 .1.25 & 18.3.25
Gordon Sanghera 633 0 0 0 633 0
Tim Cowper 3,425 545 545 0 4,515 -
Clive Brown 3,381 182 182 0 3,745 -
Nick Keher 0 1,088 1,088 0 2,176 150
1 For Tim Cowper and Clive Brown this table includes only shares purchased for the period they served on the Board during 2024.
Directors’ interests in the share capital of the Company (audited)
The table below summarises the Directors’ interests in shares, including unvested awards under employee share schemes, as at
31 December 2024 (or as at the date the Executive Director stepped down from the Board). Further details of all outstanding awards are
provided on page 125.
The Shareholding Requirement for each of the Executive Directors as set out in the Policy is 300% of base salary.
Ordinary
Shares
held at
31.12.24
Retention
Awards
unvested and
subject to
performance
conditions
Retention
Awards vested
and subject
only to
employment
condition
Deferred
Bonus Plan
Share Awards
subject only
to holding
period
CSOP
approved
Options
vested but
not exercised
Unapproved
Options
vested but
not
exercised
Unapproved
Options
unvested
subject only to
employment
condition
LTIP Awards
unvested and
subject to
performance
condition
SIP
(Restricted)
% of salary
under
Remuneration
Policy
shareholding
guidelines
Shareholding
requirement
met
Executive Directors
Gordon Sanghera 15,306,192 7,589,916 42,953 191,567 28,980 3,041,020 – 2,483,595 633 2,400% yes
Nick Keher 80,151 – – – – – – – 2,176 25% no
Tim Cowper 253,793 1,724,982 1,820,738 95,782 28,980 2,533,856 – 1,241,797 4,515 338% yes
Clive Brown 1,523,057 6,899,927 39,048 33,831 – 3,971,020 – 745,911 3,745 332% yes
Spike Willcocks 4,855,421 6,209,938 6,554,662 125,351 – 2,860,000 – 1,613,251 – 1,669% yes
Non-Executive Directors
Dr Guy Harmelin – – – – – – – – – – –
Adrian Hennah 14,125 – – – – – – – – – –
Wendy Becker 9,008 – – – – – – – – – –
John O’Higgins – – – – – – – – – – –
Dan Mahony – – – – – – – – – – –
Duncan
Tatton-Brown
516,220 – – – – – – – – – –
Kate Priestman 23,564 – – – – – – – – – –
Dr Sarah Fortune – – – – – – – – – – –
Dr Heather
Preston
– – – – – – – – – – –
1. Ordinary shares comprise all shares held in Oxford Nanopore Technologies including those held by spouses or in trust, or by any other “person closely associated” as
defined in the Market Abuse Regulation.
2. The % of base salary held in share interests has been calculated using a share price of 128.8p as of 31 December 2024. The value of the shareholding for each
Executive Director is the summation of the value of any ordinary and SIP shares held at 31 December 2024, the gross gain on any CSOP option and the net gain of any
unvested (subject to employment condition only) and vested unapproved options. This is then expressed as a percentage of base salary (base pay for Spike Willcocks
has been converted to Pounds Sterling from US Dollars at 1.2786. For Clive Brown the table is prepared as at 29 February 2024, the date he stepped down from the
Board. For Tim Copwer and Spike Willcocks, the table is prepared as at 10 June 2024, the date they stepped down from the Board.
3. The Chair and Non-Executive Directors are not awarded incentive schemes and are not subject to a shareholding requirement.
4. Spike Willcocks participated in the US Employee Share Purchase Plan (ESPP) for the offering period 1 January 2024 to 31 December 2024. 9,682 shares were
purchased on 9th January 2025 with contributions made throughout the offering period. The purchase price was £1.09.
5. Nick Keher has 5 years to achieve the shareholding requirement.
The shareholding as a percentage of salary relates to those awards not subject to ongoing performance conditions. The share price used
is 128.8p being the closing price as at 31 December 2024.
Oxford Nanopore Technologies Annual Report & Accounts 2024126
Performance graph against FTSE 350
The following chart shows the value of £100 invested in the Company (at the IPO share price of £4.25) compared with the value of £100
invested in the FTSE 350 Index in both cases for 2024 The FTSE 350 Index (excluding Investment Trusts) has been chosen as it provides the
most appropriate and widely recognised index for benchmarking the Company’s corporate performance.
180
160
140
120
100
80
60
20
40
0
Total Shareholder Return
(Value of a 100 unit investment made at the IPO price of £4.25)
29/09/2021
29/12/2021
29/03/2022
29/06/2022
29/09/2022
29/12/2022
29/03/2023
29/06/2023
29/09/2023
29/12/2023
29/03/2024
29/06/2024
29/09/2024
29/12/2024
Oxford Nanopore
FTSE 350
(excluding Investment Trusts)
Source:
Datastream (a LSEG product)
CEO remuneration
The table below sets out the CEO’s single figure of total remuneration for the year ended 31 December 2024 together with the percentage
of maximum bonus awarded and long-term incentive awards that vested over the same period.
2021 2022 2023 2024
Total remuneration £3,696,883 £29,212,417 £1,350,998 £1,818,606
Annual bonus (as a % of maximum opportunity) 100% 45.25% 27.7 3% 48.26%
Performance Shares vesting (as a % of maximum opportunity) N/A 51.07% N/A 17.74%
Corporate Governance Financial Statements Further InformationStrategic Report
Oxford Nanopore TechnologiesAnnual Report & Accounts 2024 127
Directors’ remuneration report continued
Percentage change in Directors’ remuneration
The table below shows the annual percentage change in base salary, benefits and bonus for all Directors compared with the average
percentage change for UK-based employees. Where a Director does not have comparable data for FY23 they have been excluded from the
table. Over time, the percentage change over a five-year rolling period will be disclosed.
Percentage Change in Directors’ remuneration
% change
in salary
23/24
% change
in benefits
23/24
% change in
annual bonus
23/24
% change
in salary
22/23
% change
in benefits
22/23
% change in
annual bonus
22/23
% change
in salary
21/22
% change
in benefits
21/22
% change
in bonus
21/22
Gordon Sanghera 0.97% (1.28%) 74.05% 3.00% (1.56%) (36.27%) 27.8% (82.4)% (12.53)%
Tim Cowper (55.31%) (57.74%) (22.96%) 3.00% (0.46%) (36.27%) 37.7% (42.7)% (5.67)%
Clive Brown (83.23%) (83.47%) (71.47%) 7.50% (0.46%) (32.59%) 22.3% (40.7)% (15.38)%
Spike Willcocks (55.65%) (54.28%) (25.09%) 1.48% (8.66%) (35.94%) 29.5% (1.00)% (9.38)%
Duncan Tatton-Brown 0% – – 0% – – – – –
Dr Guy Harmelin (24.22%) – – 2.69% – – 9.8% – –
Adrian Hennah 0.67% – – 2.09% – – 0% – –
Wendy Becker (55.37%) – – 2.75% – – 21% – –
John O’Higgins 16.41% – – 2.69% – – 9.8% – –
Kate Priestman 114.77% – –
Dr Sarah Fortune 4160.26% – –
Dr Heather Preston 4450.74% – –
Average of UK employees 2.58% – – 8.27% (1.58%) (18.96%) 7.9% (82.4)% 40.67%
Average of UK employees 2.58% (1.20%) 69.67% 8.27% (1.58%) (18.96%) 7.9% (82.4)% 40.67%
1. The percentage change in all salaries reflects any salary and NED fee adjustments which were in the year ended 31 December 2024. Percentage achnage is high for
Kate Priestman, Dr Sarah Fortune and Heather Preston, as the 2024 comparision is to a pro-rated 2023 comparison, reflecting time in role during 2023.
2. Remuneration for 2024 for Tim Cowper, Clive Brown, Spike Willcocks, Wendy Becker, and Guy Harmelin, reflects only the period each served on the Board during
2024. This has meant comparisons are not aligned. On an annualised basis, the percentage change with respect to salary/fees is 0.97% for Tim Cowper, 2.33% for
Clive Brown, (0.79%) for Spike Willcocks, 0.56% for Wendy Becker and 0.87% for Guy Harmelin.
3. The percentage decrease in benefits from 2023 to 2024 reflects the reduction in benefit premiums achieved at the 2024 renewals. On an annualised basis, the
percentage change with regards to benefits for Tim Cowper is (0.37%), for Clive Brown (0.37%), and for Spike Willcocks 3.28%.
4. Bonuses for the Executive Directors increased in 2024 compared to 2023. The overall performance outcome for 2024 was 48.26% of the maximum bonus opportunity
compared to 27.73% for 2023. Details of the achievement against the specific targets can be found on page 122. On an annualised basis, the percentage change with
regards to bonus for Tim Cowper is 74.05%, for Clive Brown 74.05% and for Spike Willcocks 69.23%.
5. The average bonus for UK employees for 2024 was £15,072.14. This was an increase of 69.67% on the average for 2023 and reflects increase in the corporate
performance outcome for 2024.
CEO pay ratio
Financial year Calculation Methodology Element P25 P50 P75 CEO
2021 A CEO Pay ratio 97:1 65:1 42:1
Total Pay and benefits £10,752 £16,031 £24,704 £1,037,779
Salary £6,873 £10,042 £16,656 £193,650
2022 A CEO Pay ratio 698:1 509:1 329:1
Total Pay and benefits £41,874 £57,415 £88,773 £29,212,417
CEO Pay ratio excluding legacy awards 38:1 28:1 18:1
Total Pay and Benefits excluding legacy awards £41,874 £57,415 £88,773 £1,588,143
Salary £36,000 £50,000 £70,768 £800,000
2023 A CEO Pay ratio 31:1 22:1 14:1
Total pay and benefits £43,776 £60,350 £96,247 £1,343,614
Salary £36,000 £55,418 £74,000 £832,000
2024 A CEO Pay ratio 39:1 27:1 17:1 –
Total pay and benefits £46,725 £67,029 £103,621 £1,818,606
Salary £37,224 £55,000 £77,161 £832,000
Oxford Nanopore Technologies Annual Report & Accounts 2024128
The Company has chosen to use Option A as defined by the relevant regulations, as Oxford Nanopore recognises that this is the most
statistically accurate method for calculating the ratio. For 2021, the above covers the period from admission on 5 October 2021 to
31 December 2021. For the CEO and each UK employee employed on 31 December 2024 the Single Total Figure of Remuneration
comprises the summation of base pay and benefits received for the period 1 January to 31 December 2024, including the value of any
SIP-free and matching shares, income derived from LTIPs, employer pension contributions or cash equivalent and includes the full-year
bonus for FY24. Base pay has been included on a full-time equivalent basis. For 2024, the value of Performance Shares Awards vesting
based on performance conditions met during the period ended 31 December 2024 has been included. The calculation follows the
treatment in the Single Figure table i.e. 17.74% of the award granted vesting and valued using the three-month average share price for
the period 1 October 2024 to 31 December 2024, which was £1.43. Compared to the previous reporting year 2023, the CEO pay ratio has
increased at each quartile: this reflects the larger bonus payment received by the CEO for the financial year ending 31 December 2024.
The bonus for the Executive Team is weighted 100% to company performance compared to a weighting of 70:30 corporate/individual
performance for the rest of the workforce. The corporate performance for 2024 was 96.53% of the target, an increase of 74% on the
achievement for 2023 (55.46% of target). Finally, salaries at the 25th and 75th percentiles have marginally increased reflecting pay
adjustments during the annual pay cycle and the ongoing recruitment of experienced talent into the organisation, to support the
commercial and strategic delivery. The Committee is satisfied that the median pay ratio for FY24 is consistent with the Group’s wider
policies on employee pay, reward and progression. The CEO receives a greater proportion of their remuneration related to company
performance, which means that the pay ratio will vary from year to year according to the outcomes for those pay elements.
Relative importance of spend on pay
The table below shows the Group’s expenditure on employee pay (wages and salaries) compared to distributions to shareholders for the
year ended 31 December 2024, compared to the year ended 31 December 2023.
Relative importance of spend on pay
£’000 FY24 (£000) FY23 (£000) % change
Employee Costs 124,388 9 9,111 26%
Distribution to Shareholders – – 0%
Payments for loss of office and/or payments to former Directors (audited)
No payments for loss of office, nor payments to former Directors were made from 1 January to 31 December 2024.
Dilution limits
It is the Company’s intention to use newly issued shares to satisfy awards made under all executive and employee share plans.
The Company’s share plans comply with the IA guidance on dilution limits and the position at 31 December 2024 was:
Limit of 5% in any ten years under all executive share plan Actual 3.2%
Limit of 10% in any ten years under all share plans Actual 3.29%
Corporate Governance Financial Statements Further InformationStrategic Report
Oxford Nanopore TechnologiesAnnual Report & Accounts 2024 129
Directors’ remuneration report continued
The Directors’ Remuneration Policy (the Policy) which was approved at the 2022 AGM has been applied since then. The Committee
considers the Policy to have been effective in incentivising and attracting and retaining key talent and is seeking renewal of the policy with
no material changes at the 2025 Annual General Meeting. Subject to shareholder approval, the renewed policy will be effective from that
date. Reflecting recent changes to institutional shareholder guidelines, it is also proposed to remove the 5% in 10-year dilution limit from
the LTIP while retaining the standard 10% limit. This will ensure that the Company has sufficient flexibility to continue to operate the Policy
over the next three-year cycle.
The Policy has been designed to encourage long-term, sustainable growth and to provide market-competitive overall remuneration for the
achievement of stretching targets aligned to the business strategy.
Oxford Nanopore is a global business which aims to recruit the best talent wherever located and the Policy seeks to have due regard to UK
investor expectations while balancing the need to recruit across different markets. Ensuring it attracts and retains the best global talent to
maintain its pre-eminence in innovation is critical to ongoing success.
Objectives of the Policy
The design of the proposed Policy is intended to meet the following objectives:
Clarity Simplicity Risk
• The Policy is designed to be as clear
as possible and is described in concise
terms in this Report to ensure it is well
understood by both participants and
shareholders.
• The Policy clearly sets out the limits in
terms of quantum, the performance
measures which may be used and
discretions which could be applied
if appropriate.
• The purpose, structure, and strategic
alignment of each element of pay has
been clearly laid out in the Policy.
• The Group’s arrangements include an
annual bonus plan and a single long-term
incentive plan in line with market
expectations.
• There is an appropriate mix of fixed
and variable pay, and of financial and
non-financial objectives applicable to
variable pay.
• There are robust measures in place
to ensure alignment with long-term
shareholder interests, including the
post-vesting retention period applicable to
long-term incentive awards, the expected
shareholding requirements and bonus
deferral into shares.
• The Committee retains discretion to override
formulaic outcomes of performance metrics
applicable to variable pay.
• Clawback and malus provisions are in
place across all incentive plans operated
by the Company.
• To avoid conflicts of interest, Committee
members are required to disclose any
conflicts or potential conflicts ahead of
Committee meetings. No Executive Director
or other member of management is
present when their own remuneration is
under discussion.
Predictability Proportionality Alignment to culture
• The Policy contains appropriate caps
for each element of pay.
• Examples of how remuneration varies
depending on performance is set out in
the scenario charts provided in the Policy.
• The Committee may exercise its discretion
to reduce Directors’ remuneration if a
formula-driven incentive payout is
inappropriate in the circumstances.
• Incentive outcomes are contingent on the
achievement of stretching targets over
annual and three-year performance
periods, and the Committee will assess
performance holistically at the end of each
period, taking into account underlying
business performance and the internal
and external context.
• The Committee may exercise discretion
to ensure that outcomes are appropriate.
• The Policy encourages performance
delivery which is aligned to the Company
culture.
• The measures used in the variable incentive
plans are strongly aligned to the KPIs of the
business.
Remuneration Policy
Oxford Nanopore Technologies Annual Report & Accounts 2024130
Policy for Executive Directors
The table below summaries each element of the Policy for the Executive Directors and explains how each element operates and how it
links to the corporate strategy.
Base Salary
Purpose and link to strategy • To support the attraction and retention of the best global talent with the capability to deliver Oxford
Nanopore’s strategy.
Operation • Base salaries will normally be reviewed annually or following a change in responsibilities with changes
usually taking effect from 1 April.
• The Remuneration Committee will consider a number of factors when setting base salaries including
(but not limited to):
– Pay increases for other employees across the Group. Where increases are awarded in excess of the
wider employee population, rationale for this will be provided in the relevant year’s Directors’
Remuneration Report.
– The individual’s performance, skills, and responsibilities.
– Base salaries at companies of a similar size, international scope, in similar sectors and geographical
locations as Oxford Nanopore, with roles typically benchmarked against these.
Maximum potential value • There is no monetary maximum salary level but salary increases will normally be in line with increases
awarded to other employees across the Group.
• The Committee retains the discretion to increase salaries above this rate where appropriate, for
example where there is a change in role or responsibility, or the need to align an Executive Director’s
salary to market level over time.
• The current base salaries for the Executive Directors are set out on page 119.
Performance metrics • Not applicable. Individual performance, in addition to the overall performance of the Group, is however
considered as part of the annual review process.
Benefits
Purpose and link to strategy • To provide market competitive and cost-effective benefits to enable the attraction and retention of the
best global talent.
Operation • The benefits package may include insurance coverage, such as life, medical, dental, income protection,
accidental death and disability insurance, and other benefits provided more widely across the Group
from time to time. A full annual health check may also be included.
• The Committee has the discretion to offer additional allowances, or benefits, to Executive Directors,
if considered appropriate and reasonable. These may include travel allowances, the provision of a
company car or car allowance, relocation expenses, housing allowances and school fees where a
Director has to relocate from his/her home location as part of their appointment.
Maximum potential value • As the cost of benefits will depend on an individual’s personal circumstances, there is no specific
monetary maximum, although it is not expected to exceed what the Committee considers a normal
market level.
Performance metrics • Not applicable
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Directors’ remuneration report continued
Post-retirement provision
Purpose and link to strategy • To provide cost-effective retirement plans to support the attraction and retention of the best global
talent.
Operation • Provision of market competitive pension arrangements, or a cash alternative based on a percentage of
base salary.
• The approach to pension arrangements for the Executive Directors is in line with the wider workforce.
Maximum potential value • In the UK, Executive Directors are eligible to participate in the Group’s defined contribution pension
scheme, with a maximum Company contribution aligned with that of the wider workforce, currently 6%
of base salary (but subject to periodic review), which they may opt to receive as a cash allowance in lieu
of employer pension contributions
• Executive Directors based in the US will be offered participation in the US Section 401(k) defined
contribution plan, with the Company matching contributions up to, currently, a maximum of 6% of salary
(subject to periodic review).
Performance Metrics • Not applicable.
Annual Bonus Plan
Purpose and link to strategy • To incentivise and reward the achievement of annual financial and non-financial corporate targets in line
with the Company’s short-term financial and strategic objectives.
• To align with shareholders’ and wider stakeholders’ interests.
Operation • Executive Directors are eligible to participate in the Annual Bonus Plan (“ABP”) at the discretion of the
Committee.
• Measures and stretching targets are determined in respect of each financial year of the Company by the
Committee and may vary to ensure alignment with the Company’s business plan and strategy.
• The level of award is determined with reference to the Company’s overall financial and strategic
performance and is paid out after the end of the relevant financial year. At least 1/3 of any bonus earned
will be deferred into an award of shares under the Deferred Bonus Plan (DBP) with a holding period of at
least one year for 50% of the award, and at least two years for the remaining 50% of the award.
• Awards granted under the DBP may incorporate the right to receive an amount of cash or shares equal
in value to the dividends that are paid on the shares that vest during the holding period. This amount
may assume re-investment of dividends.
• The Committee has discretion to adjust the level of payment if it is not deemed to reflect appropriately
the individual’s contribution, the Company’s overall business performance and such other factors as the
Committee considers appropriate. Any discretionary adjustments will be detailed in the relevant year’s
Directors’ Remuneration Report.
• Malus and/or clawback provisions apply as set out on page 135.
• Bonus awards are non-pensionable and are payable at the Committee’s discretion.
Maximum potential value • The maximum opportunity is 200% of base salary in respect of any financial year for outstanding
performance.
• For threshold performance, up to 50% of base salary may be earned, with up to 100% of base salary
earned for on-target performance.
Performance metrics • The Committee will determine the performance measures and targets each year taking into account the
Company’s key strategic objectives at that time.
• Performance measures may include financial, strategic, operational, ESG and/or personal objectives.
• At least 60% will be linked to financial measures.
• The performance measures for FY25 are set out on page 119.
Oxford Nanopore Technologies Annual Report & Accounts 2024132
Long-Term Incentives
Purpose • To incentivise and reward the delivery of long-term shareholder value through the achievement of
long-term financial and strategic objectives.
• To align with shareholders’ interests and to create a long-term mindset.
Operation • Executive Directors are eligible to participate in the Oxford Nanopore Technologies plc Long-Term
Incentive Plan 2021 (the “PLC LTIP”).
• Awards will normally vest after a period of at least three years, subject to the achievement of the
relevant performance conditions and continued employment. The Committee will then also normally
impose a further post-vesting holding period of two years.
• The level of vesting is determined by the Committee after the performance period, taking into account
the degree to which the performance conditions have been met. In determining the final vesting
outcome, the Committee may also consider the underlying performance of the business, as well as the
value created for shareholders and any other factors it considers relevant.
• The Committee has discretion to adjust the formulaic outcomes of awards (within the Policy limits) to
ensure alignment of pay with the underlying performance of the business over the performance period.
Any adjustments would be explained to shareholders.
• Awards granted under the PLC LTIP may incorporate the right to receive an amount of cash or shares
equal in value to the dividends that are paid on the shares that vest during the vesting period and the
holding period. This amount may assume re-investment of dividends.
• Malus and/or clawback provisions apply as set out on page 135.
Maximum potential value • The maximum annual award is 300% of base salary in respect of any financial year.
• There is a threshold vesting level of no more than 25% of maximum, with pro rata vesting up to 100% at
maximum.
Performance metrics • Performance measures and stretching targets will be determined annually by the Committee for each
new award to align with the Company’s longer-term strategic priorities at that time.
• The measures that may be considered include financial and shareholder value metrics, in addition to
strategic non-financial measures.
• At least 50% will be linked to financial (including TSR) measures.
• Details of the measures, weightings, and targets applicable for FY25 are provided on page 119.
Employee Share Plans
Purpose and link to strategy • To encourage wider share ownership through locally “tax-approved” plans (such as an Employee Stock
Purchase Plan in the United States).
• To align with shareholders’ interests.
Operation • Executive Directors are eligible to participate in all-employee share plans offered by the Group on the
same basis as is offered to the Group’s other eligible employees.
• The Company operates tax-efficient all-employee share plans in various jurisdictions.
Maximum potential value • Limits for all employee share plans are set by the relevant local tax authorities. The Company may
choose to set its own lower limits.
Performance metrics • Not applicable.
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Directors’ remuneration report continued
Shareholding Requirements
Purpose • To ensure alignment between the interests of Executive Directors and shareholders,
• To create a long-term mindset.
Operation • Shareholding guidelines are in place whereby Executive Directors are expected to build and maintain
over time a shareholding in the Company.
• Executive Directors have five years from the date of their appointment to the Board in which to build up
their shareholding. Unvested shares not subject to performance conditions (e.g. deferred share-based
awards and vested LTIP awards subject to a holding period) will count towards the shareholding
requirement (assuming shares have been sold to settle tax).
• Executive Directors will normally be required to continue to hold 100% of the in-employment
shareholding requirement (or, if lower, their actual shareholding on cessation) for two years after
leaving the Company unless the Committee determines, by exception, that it is not appropriate to so
require. Details of the Executive Directors’ current shareholding are provided in the Directors’
Remuneration Report.
Maximum potential value • The shareholding requirement is 300% of base salary.
Performance metrics • Not applicable.
Policy for Chair and Non-Executive Directors (“NEDs”)
The following table summarises the fee policy for the Chair and NEDs.
Fees
Purpose • To provide a competitive fee to support the attraction and retention of high-quality NEDs with skills and
experience relevant to the Company.
Operation • Fees are determined annually based on the responsibility and time commitment required, and with
reference to appropriate market comparisons carried out by non-conflicted members of the Board.
• Fees for the Chair are set by the Committee.
• NEDs are paid a base fee for membership of the Board, with additional fees being paid for the role of
Chair or membership of a Board Committee, to reflect their additional responsibilities and the workload
required.
• The Company has the discretion to pay an additional fee to NEDs, should the Company require
significant additional time commitment in exceptional or unforeseen circumstances. Any such fees will
be time-limited in nature.
• Fees are normally paid in cash.
• NEDs are not eligible to participate in the Company’s pension or incentive arrangements.
• NEDs do not currently receive any benefits but may do if considered appropriate and consistent with
roles at other listed companies.
• Travel and other reasonable expenses incurred in the course of performing their duties are reimbursed.
Any tax due on travel and accommodation benefits may be paid by the Company.
• The Chair of the Board and the NEDs have the benefit of the Company’s directors’ and officers’ liability
insurance policy.
Maximum potential value • The aggregate annual limit for fees payable to the NEDs is as set out in the Company’s Articles of
Association (£3 million).
Performance metrics • Not eligible to participate in any performance-related elements of remuneration.
Shareholding Requirements • There is no formal shareholding requirement but Non-Executive Directors are strongly encouraged to
demonstrate alignment with the interests of shareholders by building and maintaining a shareholding
in the Company.
Oxford Nanopore Technologies Annual Report & Accounts 2024134
Notes to the Policy table
Malus and Clawback provisions
The LTIP and the Annual Bonus Plan as the ongoing plans include
a broad discretion to reduce (including to zero) payouts at the time
of determination (malus) should the Committee consider that to
be appropriate.
In addition, all of the various rules permit the non-release of
deferred awards and/or the recoupment of amounts once
determined (clawback) where this is considered appropriate. The
relevant periods are any time prior to the fifth anniversary of the
date of grant of a Founder Award and a PLC LTIP award or the
second anniversary of the determination of the annual bonus
payout and the related date of grant of a DBP award (or, if an
investigation into the conduct or actions of any participant or any
member of the Group has started, such later date as the Committee
may determine in order to allow the investigation to be completed).
Malus and Clawback periods are deemed reasonable and
enforceable as circumstances necessitating clawback are likely to
be≈discovered within these periods, whilst the time horizons align
with market practice. The Committee may invoke these malus and
clawback provisions where it considers there to be exceptional
circumstances justifying the operation of clawback. This may include:
• A material misstatement in the published results of the Group or
a member of the Group.
• An error in determining applicable performance conditions or
the amount of the award.
• The determination being based on inaccurate or misleading
information.
• The participant’s breach of any relevant restrictive or
confidentiality covenants.
• Where the Committee determines that the participant has
caused wholly or in part a material loss for the Group as a result
of reckless, negligent or wilful acts or omissions, or inappropriate
values or behaviour.
• Where the Committee determines that the participant is
responsible for or had management oversight over a member of
the Group receiving censure by a regulatory body or suffering a
significant detrimental impact to its reputation.
• Where the Company becomes insolvent or suffers a similar
corporate failure.
Selection of performance measures and targets
The Committee determines the performance measures for the ABP
and PLC LTIP taking into account the Company’s strategic priorities
at the time. The measures and their weightings may change from
year to year to reflect the needs of the business. Performance
targets are set to be stretching yet achievable. Further details of
the performance measures under the ABP for the year ending 31
December 2025 as well as performance measures and targets
under the PLC LTIP for awards to be made in April 2025, and how
they are aligned with the Company’s strategy and the creation of
shareholder value, are set out in the Directors’ Remuneration
Report on page 119] Annual incentive targets are commercially
sensitive and will be disclosed retrospectively in the following year’s
Directors’ Remuneration Report.
Statement of consideration of shareholder views
The Committee will consider shareholder feedback received in
relation to the AGM each year and guidance from shareholder
representative bodies more generally.
If the Committee was to consider changes to the Policy, it would be
subject to prior consultation with major shareholders and their
representative bodies as appropriate.
Discretions retained by the Committee in operating the
incentive plans
The Remuneration Committee may make minor amendments to the
Policy (e.g. for regulatory, exchange control, tax or administrative
purposes or to take account of a change in legislation) without
obtaining shareholder approval for that amendment.
The Committee will operate the Group’s incentive plans within the
Policy at all times and in accordance with the relevant plan rules
and the UK Listing Rules where relevant. To ensure the efficient
operation and administration of these plans, the Committee may
operate certain discretions.
There are a number of specific areas in which the Committee may
exercise discretion, including (but not limited to) the following:
• Determining the participants in each plan.
• Determining the timing of an award and/or payment.
• Determining the size of an award and/or payment (within the
limits set out in the Policy table above).
• Varying the annual bonus and PLC LTIP measures and weightings
each year to reflect strategic priorities.
• Adjusting the annual bonus, Founder Award and PLC LTIP
formulaic outcomes, based on a holistic assessment and to
ensure that the final outcome is a fair and true reflection of the
Company’s underlying business performance and the
shareholder experience.
• Determining “good leaver” status and the treatment of any
vesting and/or payment under the incentive plans, including
disapplying the default time pro-rating of awards.
• To adjust the Founder Awards and in-flight PLC LTIP awards in the
event of a variation of the Company’s share capital or a demerger,
delisting, special dividend, rights issue, or other event which may, in
the Committee’s opinion, affect the current or future value of awards.
• Determining the treatment of awards under the incentive plans in
the event of a change of control, restructuring, demerger or
other corporate event, including disapplying the default time
pro-rating of awards.
• The settlement of awards in cash (where this is administratively
convenient for the Company).
• Making any appropriate adjustments to the bonus measures,
outstanding Founder Awards and PLC LTIP awards performance
conditions in exceptional circumstances if an event occurs which
causes the Committee to consider that the original condition
would no longer operate as intended. If they are varied, they must,
in the opinion of the Committee be fair, reasonable and materially
no less or more challenging than the original conditions.
• In the case of Executive Directors, any use of discretion by the
Committee will be fully disclosed in the relevant Annual Report
on Remuneration.
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Directors’ remuneration report continued
Legacy arrangements
Any remuneration payments and payments for loss of office not in
line with the Policy detailed above may nevertheless be made
where the terms of the payment were agreed (i) before the Policy
approved at the 2022 AGM came into effect or (ii) before this Policy
came into effect provided that the terms of the payment were in
line with the Policy in force at the time; or (iii) when the individual
was not a Director at the time and the payment, in the Committee’s
opinion, was not in consideration for becoming a Director of the
Company. This includes, but is not limited to, the Founder Awards
described on page 125 of the Directors’ Remuneration Report and
page 255 of the Company’s prospectus in relation to its listing on
the London Stock Exchange.
Executive Directors’ external appointments
With the specific approval of the Board in each case, Executive
Directors may accept external appointments as non-executive
directors of other companies and retain any related fees paid
to them.
Recruitment of Directors – approach to remuneration
Executive Directors
Consistent with best practice, any new Executive Director (including
those promoted internally) will be offered packages in line with the
Policy in force at the time. The Committee will ensure that the
package on recruitment is sufficient to attract the appropriate
individual, having regard to the calibre, skills and experience
required, whilst keeping in mind the principle of paying no more
than is necessary to attract an Executive Director of the calibre
needed to shape and deliver ONT’s business strategy and
recognising that ONT competes for talent in a global marketplace.
When determining remuneration on recruitment, the principles
that will be applied by the Committee are as follows:
Element Policy and operation
Base Salary Base salary will be determined with reference to the
individual’s role and responsibilities, experience and
skills, relevant market data and internal relativities.
Salaries may be set at a level lower than the prevailing
market rate on appointment to reflect experience,
with increases made at a higher level than usual as
the individual develops in the role.
Pension Will be in line with that offered to the wider
workforce, as described in the policy table.
Benefits These will be in line with the Policy. On appointment
of an Executive Director, the Committee will have the
discretion to cover their reasonable legal costs and
certain relocation expenses.
Annual
Bonus
The structure described in the Policy table will normally
apply for new appointees with the relevant maximum
typically pro-rated to reflect service during the year.
LTIP LTIP awards will be operated in line with other
executives, as described in the Policy table.
Element Policy and operation
Buy-out
awards
The Committee recognises that it may be necessary
in some circumstances to provide compensation for
amounts foregone from a previous employer
(“Buyout Awards”). Any Buyout Awards would be
limited to what is considered by the Committee to be
a fair estimate of the value of remuneration foregone
when leaving the former employer and would be
structured so as to be, to the extent possible, no
more generous in terms of the fair value and other
key terms (e.g. vesting and performance conditions)
than the entitlements they are replacing. The
Committee has the discretion to determine the type
of award (i.e. cash, shares or options and whether or
not performance conditions would apply). Any such
award would be fully disclosed and explained in the
following year’s Directors’ Remuneration Report.
When exercising its discretion in establishing the
reward package for a new Executive Director, the
Committee will carefully consider the balance
between the need to secure an individual in the best
interests of the Company against the concerns of
investors about the quantum of remuneration.
Where a new Executive Director is promoted internally, any variable
pay element or benefit awarded in respect of the previous role may
be allowed to continue on it original terms, adjusted where relevant
to take into account the new appointment.
Non-Executive Directors
On appointment of a new Chair of the Board or Non-Executive
Director, the fees will be set taking into account the experience and
calibre of the individual, relevant market data and internal
relativities.
Executive Directors’ service contracts
The UK-based Executive Directors are employed under rolling
contracts of employment with Oxford Nanopore Technologies plc.
Each Executive Director’s service agreement is effective from the
date of admission to trading on the Main Market of the London
Stock Exchange or date of joining the Company if subsequent to
this date with a notice period of 12 months from the Company and
the Executive Director.
The Executive Directors’ Service Agreements are available for
inspection at the Company’s registered office.
Oxford Nanopore Technologies Annual Report & Accounts 2024136
Non-Executive Directors’ letters of appointment
All Non-Executive Directors, including the Chair, are on three-year terms which are expected to be extended up to a total of nine years.
The dates of initial appointment to the Board are shown in the table below. The appointments continue on a rolling basis until terminated
by either party on three months’ written notice.
Date of appointment Date of Expiry of Initial Term
Duncan Tatton-Brown 01 August 2022 01 August 2025
Adrian Hennah 24 June 2021 24 June 2024 - extended for 3 years
Dr Dan Mahony 01 October 2024 01 October 2027
John O’Higgins 19 September 2019 19 September 2022 - extended for 3 years
Kate Priestman 13 July 2023 13 July 2026
Dr Heather Preston 19 December 2023 19 December 2026
Dr Sarah Fortune 19 December 2023 19 December 2026
The Chair of the Board and the NEDs are subject to confidentiality undertakings without limitation in time, and a non-compete restrictive
covenant for the duration of their appointments and for nine months after the termination of their appointments.
Policy on payment when leaving office
The Company may require the Executive Director to work their notice period or may choose to place the individual on ‘garden leave’ if this
is the most commercially sensible approach. In the event of termination, certain restrictions may apply for a period of 12 months to protect
the business interests of the Company.
Component of pay
Voluntary resignation or termination
for cause
“Good leaver” (e.g. death, disability,
ill health)
Departure on
agreed terms
Base salary Paid for the proportion of the notice
period worked and any untaken holidays
pro-rated to the leaving date (including
the balance of any notice period).
Payment in lieu of notice may be made
for the unexpired portion of the notice
period and is subject to mitigation.
Paid for the proportion of the notice
period worked and any untaken holidays
pro-rated to the leaving date. Payment
in lieu of notice may be made for the
unexpired portion of the notice period
and is subject to mitigation.
Treatment will normally
fall between the two
treatments described in
the previous columns,
subject to the discretion
of the Committee and
terms of any termination
agreement.
The Committee will have
the authority to settle
any legal claims against
the Company, that might
arise on termination
(e.g., for unfair
dismissal).
Benefits and pension Paid for the proportion of the notice
period worked (including the balance
of any notice period).
Paid for the proportion of the notice
period worked (including the balance
of any notice period).
Annual bonus cash There is no entitlement to a bonus
payment, but the Committee may exercise
its discretion to pay a bonus depending
on the circumstances of the departure.
Cessation of employment during a bonus
year or after the year but prior to the
normal bonus payment date will result in
cash and deferred bonus being paid with
pro-ration for the period worked during
the financial year and performance
achieved. The Committee has the
discretion to decide whether the bonus
deferral continues to apply after leaving.
Annual bonus
deferred shares
Unvested deferred shares will lapse. Awards will normally be released at the
usual time, although the Committee can
apply discretion to allow earlier release.
On death, awards will typically vest
immediately.
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Directors’ remuneration report continued
Component of pay
Voluntary resignation or termination
for cause
“Good leaver” (e.g. death, disability,
ill health)
Departure on
agreed terms
LTIP awards Unvested performance shares will lapse. Awards will usually vest following the end
of the original performance period taking
into account the satisfaction of the
relevant performance criteria, and
ordinarily subject to time pro ration over
the performance period subject to the
Committee’s discretion to treat awards
otherwise. The post-vesting holding
period will usually apply. On death, awards
will typically vest taking into account the
satisfaction of performance conditions as
determined by the Committee and, unless
the Committee determines otherwise,
time pro-rating over the performance
period and no holding period will apply.
SIP awards Awards will lapse. Awards will vest when the Executive
Director leaves.
ESPP options Unvested options will lapse. Options will normally vest and be
exercised on the original vesting date.
Other Disbursements such as legal costs
may be payable as appropriate.
Disbursements such as legal costs
may be payable as appropriate.
Although we have not formally consulted our employees while
drawing up the Policy, given the Company’s all-employee share
plans and the historic culture of employee share ownership, many
employees are shareholders in the Company and can, therefore,
express their views on the Policy in the same manner as any other
shareholders can express their views on executive remuneration.
In addition, at various points throughout the performance year
employees are provided information to demonstrate the alignment
of their performance to remuneration and understand that
Remuneration arrangements throughout the Group are based
on the same high-level principles as for the Executive Directors.
Annual salary reviews take into account personal performance,
Group performance, local pay and market conditions and salary
levels for similar roles in comparable companies.
All employees are eligible to participate in annual bonus schemes;
opportunities vary by organisational level and an individual’s role.
Bonus awards take into account personal and Group performance.
All UK employees are eligible to participate in the Share Incentive
Plan (“SIP”) on identical terms and similar all-employee share plans
are offered in other jurisdictions, including the US Employee Stock
Purchase Plan (“ESPP”) for eligible US employees.
Differences in remuneration policy for the Executive
Directors and employees in general
All Group employees participate in the ABP, which is operated on
similar terms to Executive Directors albeit with an element based
on personal performance with an increasing weighting on company
performance based on seniority. The PLC LTIP operates for
members of the full Executive team on similar terms to those for
Executive Directors (although more junior colleagues may be
invited to participate without being subject to pre vest performance
conditions). In the UK, all eligible employees are eligible to
participate in the SIP with monthly savings of between £10 and
£150 and a company match of one share for each share purchased.
In the US, all eligible employees are able to participate annually in
the ESPP with a 12-month offering period to 31 December each
year, with maximum savings of $18,000 over the period. At the end
of the offering period, they will have the opportunity to purchase
shares at a discount of 15%, the share price applied being the lower
of the share price at the beginning and end of the offering period.
Statement of Consideration of employment conditions
elsewhere in the Group
When reviewing and determining the Policy for the Executive
Directors, the Committee takes into account the remuneration
and related policies for the wider workforce including the level
and structure of remuneration as well as salary budgets for other
employees in the group. More specifically, the Committee reviews
annual salary increase budgets for the general employee
population in the UK and North America as well as the
remuneration structure and policy for the global Senior
Management population.
Oxford Nanopore Technologies Annual Report & Accounts 2024138
Projected total remuneration scenarios
The graphs below illustrate scenarios for the projected total
remuneration of each of the Executive Directors at four different
levels of performance: minimum, target, maximum, and maximum
including assumed share price appreciation of 50% on the LTIP. The
impact of potential share price movements is excluded from the
other three scenarios. These charts reflect projected remuneration
for the financial year ending 31 December 2025, subject to approval
of the Policy.
5,500
5,000
4,500
4,000
3,500
3,000
2,500
2,000
1,500
1,000
500
0
‘000s
Illustrations of application of Policy
Minimum Target Maximum Maximum
with growth
100% 40%
19%
16%
37%
36%
29%
23%
45% 37%
18%
£883
£2,235
£4,627
£5,667
Gordon Sanghera
5,500
5,000
4,500
4,000
3,500
3,000
2,500
2,000
1,500
1,000
500
0
‘000s
100% 45%
23%
19%
34%
34%
28%
21%
43% 35%
18%
£453
£1,006
£1,983
£2,408
Minimum Target Maximum Maximum
with growth
Nick Keher
Annual Bonus
Total Fixed Remuneration
Share Price Growth
LTIP
Basis of calculations and assumptions
1) Salary represents annual base salary at the date of listing on
the London Stock Exchange. Benefits such as private medical
insurance are included based on the full calendar year.
2) Pension represents the value of the annual pension allowance
for the Executive Directors as 6% of base salary.
3) Minimum performance comprises salary, benefits and pension
only with no bonus awarded and no LTIP awards vesting.
4) Target performance comprises annual bonus and LTIP payouts
at “target” level (50% of maximum for the bonus and 25% for
the LTIP – with no share price appreciation).
5) Maximum performance comprises annual bonus and LTIP
pay-outs at maximum level (100% of maximum – with no share
price appreciation).
6) Maximum with share price growth comprises 5) above plus an
assumed increase of 50% in the value of the LTIP award to take
account of potential share price appreciation.
This Directors’ remuneration report was approved by the Board
and signed on its behalf by
John O’Higgins
Interim Chair of the Remuneration Committee
18 March 2025
Corporate Governance Financial Statements Further InformationStrategic Report
Oxford Nanopore TechnologiesAnnual Report & Accounts 2024 139
Directors’ report
The Directors present their report, together with the audited
financial statements for Oxford Nanopore Technologies plc and its
subsidiary companies, for the year ended 31 December 2024.
The Directors’ report, together with the Strategic Report on pages 10
to 89, represent the management report. The Strategic Report
contains matters required to be disclosed in the Directors’ report,
in accordance with the Companies Act 2006 (“CA 2006”), the Large
and Medium-sized Companies and Groups (Accounts and Reports)
Regulations 2008 and the UK Corporate Governance Code 2018. The
Corporate Governance report on pages 90 to 139 is incorporated into
the Directors’ report by reference. The location of information required
to be disclosed by UK Listing Rule 6.6.1R is also set out in this table.
Subject matter Page reference
Principal risks evaluation 72
Viability statement 88
Engagement with employees 81
Engagement with suppliers, customers and others 82
Greenhouse gas emissions 63
Chair’s corporate governance statement 92
How the Board assesses, monitors and embeds culture 100
Annual statement by Chair of the Remuneration Committee 116
Financial instruments and risk management 188
Events after the reporting date 192
Likely future developments in the business 19
Research and development activities 34
Profit forecast 142
Details of the Company’s long-term incentive schemes 185
Non-pre-emptive share allotments 141
Directors
The following Directors currently hold office or did so during 2024:
Duncan Tatton-Brown (Chair)
Wendy Becker (resigned on 10 June 2024)
Clive Brown (resigned on 29 February 2024)
Tim Cowper (did not run for re-election at the 2024 AGM)
Dr Sarah Fortune
Dr Guy Harmelin (resigned on 1 October 2024)
Adrian Hennah
Nick Keher (appointed on 22 January 2024)
Dr Daniel Mahony (appointed on 1 October 2024)
John O’Higgins
Dr Heather Preston
Kate Priestman
Dr Gordon Sanghera
Dr Spike Willcocks (did not run for re-election at the 2024 AGM)
Biographical details of each Director are set out on pages 96 to 98 and
details of the Directors’ interests in the shares of the Company are
detailed on page 126. Details of share awards granted to Executive
Directors under the Company’s share schemes during the reporting
period are in the Directors’ remuneration report on page 124.
The powers of the Directors are determined by the Company’s
Articles of Association and the legislation and regulations in force in
the UK, together with any specific authorities that may be given to
the Directors by the Company’s shareholders, such as in relation to
the allotment of shares. The rules governing the appointment and
retirement of Directors are set out in the Company’s Articles
of Association, the Companies Act and other related legislation.
Dividends
The Directors do not recommend the payment of a dividend for the
year ended 31 December 2024. The Company does not currently
have a formal dividend policy.
Branches outside of the UK
The Group’s subsidiaries, including subsidiaries located outside
of the UK, are set out on page 202 of the financial statements.
Share capital and related matters
The Company’s ordinary shares are listed on the equity shares
(commercial companies) (“ESCC”) category on the London Stock
Exchange.
The Company formerly had a Standard Listing on the London Stock
Exchange, which was automatically ‘mapped’ to the equity shares
(transition) category on the Official List upon the implementation
of the new UK Listing Rules on 29 July 2024.
Following the expiry of the special rights attaching to the
Company’s limited anti-takeover shares on 5 October 2024, the
Company applied to transfer its listing to the ESCC, which transfer
took effect on 6 November 2024.
As at 31 December 2024, the Company’s share capital consisted
of 955,039,240 Ordinary Shares.
Ordinary Shares
The ordinary shares of £0.0001 each (“Ordinary Shares”) rank
equally for voting purposes. On a show of hands each holder
of Ordinary Shares has one vote and, on a poll, each Ordinary
Shareholder has one vote per Ordinary Share held.
Each Ordinary Share ranks equally for any dividend declared.
Each Ordinary Share ranks equally for any distributions made on
a winding up of the Company. Each Ordinary Share ranks equally
in the right to receive a relative proportion of shares in the case
of a capitalisation of reserves.
There are no restrictions on the free transferability of the
Ordinary Shares.
At the 2024 AGM, shareholders granted the Company the authority
to repurchase up to 86,184,662 Ordinary Shares, such authority to
expire on the earlier of the Company’s 2025 AGM and 10 September
2025. During the year ended 31 December 2024, the Company did
not repurchase any Ordinary Shares. Consequently, as at
31 December 2024, 86,184,662 Ordinary Shares could still be
repurchased by the Company pursuant to the existing authority.
LAT Shares
Prior to 26 November 2024, there were also three “limited
anti-takeover” shares of £1.00 each in the capital of the Company:
the A LAT Share, the B LAT Share and the C LAT Share being,
collectively, the LAT Shares. There were certain weighted voting
rights attaching to the LAT Shares, exercisable in certain situations
involving a change of control of the Company.
Oxford Nanopore Technologies Annual Report & Accounts 2024140
In accordance with the Articles, such special rights expired on
5 October 2024, being the third anniversary of the issue date of the
LAT Shares. Consequently, the holders of each LAT Share (being
Dr Gordon Sanghera, Dr James Willcocks and Clive Brown respectively)
agreed to gift, and the Company agreed to acquire pursuant to
section 659 of the CA 2006, their LAT Shares to the Company for nil
consideration. Following such acquisition, the Company immediately
cancelled the LAT Shares pursuant to section 662 of the CA 2006. The
gift of the LAT Shares and their cancellation occurred on 26 November
2024. Immediately prior to cancellation, the LAT Shares represented
approximately 0.003% of the Company’s issued share capital.
Substantial shareholdings
The Company received notice under the Disclosure and Transparency
Rules (DTR 5) of the following interests of 3% or more in its Ordinary
Shares as at 31 December 2024 and 28 February 2025:
Shareholder
No. Ordinary
Shares
28 February
2025
% total voting
rights
28 February
2025
% total voting
rights
31 December
2024
EIT Oxford Holdings 91,090,778 9.53% 7.09%
IP Group
1
81,925,255 8.58% 8.70%
Baillie Gifford
2
64,323,814 6.73% 6.87%
Tencent Holdings 63,117,70 0 6.61% 6.61%
bioMérieux 59,062,832 6.18% 6.18%
Novo Holdings 49,800,000 5.21% 5.21%
G42 44,328,120 4.64% 4.64%
Vanguard Group 36,969,388 3.87% 3.79%
Oracle 35, 294 ,117 3.69% 3.70%
M&G Investments 33,104,867 3.47% 3.62%
BlackRock 28,858,610 3.02% Below 3%
1. IP Group holds an additional 1.24% of total voting rights through its managed funds.
2. Not all underlying clients delegate authority to Baillie Gifford to vote the shares
it manages on their behalf.
The Company received further DTR 5 notifications from EIT Oxford
Holdings as a result of acquisitions of Ordinary Shares, with the
percentage of voting rights in the Company exceeding: a) 10% on
4 March 2025; and b) 11% on 5 March 2025.
There have been no other changes notified to the Company in
accordance with DTR 5 to the holdings disclosed above from
28 February 2025 to 18 March 2025.
Equity issue and significant agreements
On 31 July 2024, the Company announced the launch of a
non-pre-emptive equity issue of new Ordinary Shares (the “Equity
Issue”) to raise aggregate gross proceeds of approximately
£75 million, involving:
(1) a strategic investment from Novo Holdings of up to £60 million,
pursuant to a subscription agreement dated 31 July 2024
between the Company and Novo Holdings, and
(2) a placing to institutional investors by the issue of new Ordinary
Shares, pursuant to a placing agreement dated 31 July 2024
between the Company and Citigroup Global Markets Limited,
J.P. Morgan Securities plc and Berenberg (the “Joint Bookrunners”),
each at the Placing Price of 120 pence per Ordinary Share.
Due to strong demand from investors, with the placing multiple times
oversubscribed, the Company announced on 1 August 2024 that the
Board had decided to increase the size of the Equity Issue from
approximately £75 million to £80 million, with Novo Holdings’
subscription amount reduced to approximately £50 million, and the
placing raising gross proceeds of approximately £30 million. 66,666,667
new Ordinary Shares were issued pursuant to the Equity Issue.
As the Equity Issue related to a non-pre-emptive issue of equity
securities for cash pursuant to a general disapplication of
pre-emption rights, in accordance with the Pre-Emption Group
Statement of Principles 2022 (the “Principles”), a post-transaction
report in the format specified was issued to the market through a
regulatory information service on 1 August 2024. As this report is
our first following the non-pre-emptive issue, in line with the
requirements of the Principles, the contents of the post-transaction
report, dated 1 August 2024, are set out below:
Name of Issuer Oxford Nanopore Technologies plc
Transaction
details
In aggregate, the Equity Issue of 66,666,667 New
Ordinary Shares (comprising 25,000,000 Placing
Shares and 41,666,667 Subscription Shares)
represents approximately 8% of the Company’s
issued ordinary share capital. Settlement for the
New Ordinary Shares and Admission are expected to
take place on or before 8.00a.m. on 5 August 2024.
Use of
proceeds
The net proceeds from the Transaction will be used
for general corporate purposes. There is no change
to the already stated 2024 and medium-term
financial guidance with the incremental funds
adding to Oxford Nanopore’s already strong
financial position, and the net proceeds from the
Transaction provides further headroom to
implement our business plan and through adjusted
EBITDA breakeven in 2027.
Quantum of
proceeds
In aggregate, the Equity Issue raised gross
proceeds of approximately £80 million.
Discount The Placing Price of 120 pence represents a
discount of approximately 0.8 percent to the closing
share price of 121 pence on 31 July 2024.
Allocations Soft pre-emption has been adhered to in the
allocations process for the Placing. Management
was involved in the allocations process, which has
been carried out in compliance with the MiFID II
Allocation requirements.
Allocations made outside of soft pre-emption were
preferentially directed towards existing
shareholders in excess of their pro rata interests,
and wall-crossed accounts.
The committed allocation to Novo Holdings
pursuant to the Subscription recognises Novo
Holdings as a leading, long-term global healthcare
investor and significant experience in developing
growth companies like Oxford Nanopore to drive
long-term value creation.
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Oxford Nanopore TechnologiesAnnual Report & Accounts 2024 141
Directors’ report continued
Name of Issuer Oxford Nanopore Technologies plc
Consultation The Joint Bookrunners undertook a pre-launch
wall-crossing process, including consultation with
major shareholders, to the extent reasonably
practicable and permitted by law.
Retail
Investors
Following discussions between the Joint
Bookrunners and the Company, it was decided that
a retail offer would not be included in the Placing.
The Placing structure was chosen to minimise cost,
time to completion and complexity.
The Company does not have any significant agreements that take
effect, alter or terminate upon a change of control.
There are no agreements between holders of securities that may
restrict transfer of securities or voting rights in respect of the
Company. The Company itself is party to a subscription agreement
with bioMérieux dated 19 October 2023 which contains, among
other things, certain restrictions in respect of the acquisition and
disposal of the Company’s Ordinary Shares by bioMérieux.
There are no agreements between the Group and its Directors
or employees providing for compensation for loss of office or
employment that occurs because of a takeover bid, except that the
provisions of the Group’s share plans may allow options and
awards granted to Directors and employees to vest on completion
of a takeover offer.
Employees with disabilities
The Company is an equal opportunities employer and is committed
to recruiting people from diverse backgrounds including people
with disabilities. Any person who identifies as having a disability is
given fair consideration for a vacancy against the requirements of
the role and, where possible, the Company makes reasonable
accommodations for employees who identify as having a disability.
All employees are given the same training, development, and
job opportunities.
Should any employee experience any situation where they become
disabled during their employment, the Company would ensure all
efforts are made to retrain and adjust employees’ environments
and/or working patterns where possible to allow them to continue
to maximise their potential.
Articles of Association
The Company’s Articles may be amended by special resolution
at a general meeting of the shareholders.
Insurance and indemnities
During the past year, the Company has maintained liability
insurance in respect of its Directors. The Company renewed its
liability insurance during 2024. The Company has provided a
qualifying third-party indemnity to each Director as permitted by
section 234 of the CA 2006 and by the Articles, which remain in
force at the date of this report.
Profit forecast
In its half-year results announcement on 3 September 2024, the
Company made the following statements in respect of the year
ending 31 December 2024, which are regarded as a profit forecast
for the purposes of the UK Listing Rules:
Underlying revenue growth of 20-30% at constant currency (CC)
unchanged and driven by improving sales force effectiveness,
increasing customer utilisation rates, growing opportunity funnel
and recent product launches.
COVID sequencing and EGP headwinds now expected to be
approximately £17.5 million (previously £20.0 million).
Collectively this equates to 7-16% CC revenue growth (previously
6-15%). As reiterated in the Half Year Trading Update, the Group
continues to expect FY24 revenue to be second half weighted, with
an approximate 45:55 split.
Gross margin is expected to be approximately 57%. As stated at
FY23 results, the gross margin for 2024 could weaken in H2
dependent on product mix and customer mix.
For the year ended 31 December 2024, underlying revenue growth
at CC was 23.3%, excluding the EGP and COVID sequencing
(representing a combined revenue headwind of £16 million), with
revenue on a CC basis increasing by 11.1%. Gross margin for the
period was 57.5%.
Political expenditure and donations
Although it is the Company’s policy not to incur political
expenditure, as a result of the broad definitions in the CA 2006,
normal business activities of the Group such as funding
conferences, which may not be considered political donations or
expenditure in the normal sense, may possibly fall within the
restrictions of the CA 2006. The Company obtained shareholder
approval in June 2024 at the Company’s AGM, in line with best
practice, to authorise the Company to make political payments up
to a maximum aggregate of £100,000. The Company intends to
propose the same resolution for approval at the 2025 AGM.
The Group did not make any political donations during 2024.
(2023: nil).
Disclosure of information to auditors
The Directors confirm that, so far as they are each aware, there is
no relevant audit information of which the Company’s auditors are
unaware. Each Director has taken all reasonable steps that they
ought to have taken as a Director of the Company to make
themselves aware of any relevant audit information and to establish
that the Company’s auditors are aware of that information.
Going concern
The Directors confirm that they have a reasonable expectation that
the Group will have adequate resources to continue in operational
existence for at least the next 12 months from the date of the
accounts and accordingly they continue to adopt the going concern
basis in preparing the financial statements. The Company’s viability
statement is on pages 88 to 89.
The Directors’ report, which has been prepared in accordance with
the requirements of the CA 2006, has been approved by the Board
and signed on its behalf by:
Nick Keher
Director
18 March 2025
Oxford Nanopore Technologies Annual Report & Accounts 2024142
The Directors are responsible for preparing the Annual Report
and the financial statements in accordance with applicable law
and regulations.
Company law requires the Directors to prepare financial
statements for each financial year. Under that law the Directors are
required to prepare the Group financial statements in accordance
with international accounting standards in conformity with the
requirements of the Companies Act 2006. The financial statements
also comply with International Financial Reporting Standards
(“IFRSs”) as issued by the IASB and adopted by the UK. Under
company law the Directors must not approve the financial
statements unless they are satisfied that they give a true and fair
view of the state of affairs of the Company and of the profit or loss
of the Company for that period. In preparing these financial
statements, International Accounting Standard 1 requires that
directors:
• Properly select and apply accounting policies;
• Present information, including accounting policies,
in a manner that provides relevant, reliable, comparable
and understandable information;
• Provide additional disclosures when compliance with the
specific requirements in IFRSs are insufficient to enable users
to understand the impact of particular transactions, other events
and conditions on the entity’s financial position and financial
performance; and
• Make an assessment of the Company’s ability to continue
as a going concern.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Company’s
transactions and disclose with reasonable accuracy at any time the
financial position of the Company and enable them to ensure that
the financial statements comply with the Companies Act 2006. They
are also responsible for safeguarding the assets of the Company
and hence for taking reasonable steps for the prevention
and detection of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of
the corporate and financial information included on the Company’s
website. Legislation in the United Kingdom governing the
preparation and dissemination of financial statements may differ
from legislation in other jurisdictions.
Each of the Directors confirms that, to the best of their knowledge:
• The Group financial statements, prepared in accordance with the
applicable set of accounting standards, give a true and fair view
of the assets, liabilities, financial position and profit or loss of the
Company and the undertakings including in the consolidation
as a whole;
• The Directors’ report includes a fair review of the development
and performance of the business and the position of the
Company and the undertakings included in the consolidation
taken as a whole, together with a description of the principal risks
and uncertainties that they face; and
• The Annual Report, taken as a whole, is fair, balanced and
understandable, and provides the necessary information for
shareholders to assess the Group’s position, performance,
business model and strategy.
By order of the Board.
Dr Gordon Sanghera Nick Keher
Director Director
Directors’ responsibilities
statement
Corporate Governance Financial Statements Further InformationStrategic Report
Oxford Nanopore TechnologiesAnnual Report & Accounts 2024 143
Report on the audit of the financial statements
1. Opinion
In our opinion:
• the financial statements of Oxford Nanopore Technologies plc
(“Parent Company” or “Company”) and its subsidiaries
(together the “Group”) give a true and fair view of the state of
the Group’s and of the Parent Company’s affairs as at 31
December 2024 and of the Group’s loss for the year then
ended;
• the Group financial statements have been properly prepared in
accordance with United Kingdom adopted international
accounting standards and IFRS Accounting Standards as
issued by the International Accounting Standards Board
(“IASB”);
• the Parent Company financial statements have been properly
prepared in accordance with United Kingdom adopted
international accounting standards and as applied in
accordance with the provisions of the Companies Act 2006; and
• the financial statements have been prepared in accordance
with the requirements of the Companies Act 2006.
We have audited the financial statements which comprise:
Group
• the consolidated statement of comprehensive income;
• the consolidated statement of financial position;
• the consolidated statement of changes in equity;
• the consolidated statement of cash flows; and
• the related notes to the consolidated financial statements 1 to 34.
Company
• the company statement of financial position;
• the company statement of changes in equity;
• the company statement of cash flows; and
• the related notes to the company financial statements 1 to 18.
The financial reporting framework that has been applied in the
preparation of the Group financial statements is applicable law,
United Kingdom adopted international accounting standards and
IFRS Accounting Standards as issued by the IASB. The financial
reporting framework that has been applied in the preparation of the
company financial statements is applicable law and United Kingdom
adopted international accounting standards and as applied in
2. Basis for opinion
We conducted our audit in accordance with International Standards on
Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities
under those standards are further described in the auditor’s
responsibilities for the audit of the financial statements section of our
report.
We are independent of the Group and the Parent Company in
accordance with the ethical requirements that are relevant to our
audit of the financial statements in the UK, including the Financial
Reporting Council’s (“FRC’s”) Ethical Standard as applied to listed
public interest entities, and we have fulfilled our other ethical
responsibilities in accordance with these requirements. We confirm
that we have not provided any non-audit services prohibited by the
FRC’s Ethical Standard to the Group or the Parent Company.
We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our opinion.
3. Summary of our audit approach
Key audit
matters
The key audit matters that we identified in the
current year were:
• Revenue recognition – accuracy and cut-off.
• IFRS 2: Share-based payments and employer
social security taxes provision valuation; and
• Inventory provisioning.
Materiality The materiality that we used for the Group financial
statements was £3.5 million, which was determined
on the basis of approximately 2% of revenue.
Scoping We performed an audit of the entire financial
information of the Parent Company and we
audited specific classes of transactions, account
balances and disclosures with respect to one
other component. Additionally we performed
specific audit procedures in relation to a revenue
contract in one further component. Our audit
procedures provided coverage of 93% of revenue,
95% of operating expenses and 99% of net assets.
All work to respond to the assessed risks of
material misstatement was performed by the
Group engagement team.
Significant
changes in our
approach
We have made no significant changes in our audit
approach in the year.
4. Conclusions relating to going concern
In auditing the financial statements, we have concluded that the
Directors’ use of the going concern basis of accounting in the
preparation of the financial statements is appropriate.
Our evaluation of the Directors’ assessment of the Group’s and
Parent Company’s ability to continue to adopt the going concern
basis of accounting included:
• evaluation of management’s assessment of the Group’s ability to
continue as a going concern, including challenging the
underlying data and key forecasting assumptions used to make
the assessment, and evaluation of the Directors’ plans for future
actions in relation to going concern;
• performance of testing over the integrity and mechanical
accuracy of the going concern model by recalculating the cash
headroom available in each of the scenarios prepared by
management and approved by the Directors;
• performance of our own sensitivity analysis based upon evidence,
including consideration of market data, and latest third-party
economic forecasts, along with the FY25 results to date; and
• assessment of the appropriateness of the going concern
disclosures made in the financial statements.
Based on the work we have performed, we have not identified any
material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on the
Independent Auditor’s Report to the Members
of Oxford Nanopore Technologies plc
Oxford Nanopore Technologies Annual Report & Accounts 2024144
concern for a period of at least twelve months from when the
financial statements are authorised for issue.
In relation to the reporting on how the Group has applied the UK
Corporate Governance Code, we have nothing material to add or
draw attention to in relation to the directors’ statement in the
financial statements about whether the Directors considered it
appropriate to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the Directors with
respect to going concern are described in the relevant sections of
this report.
5. Key audit matters
Key audit matters are those matters that, in our professional
judgement, were of most significance in our audit of the financial
statements of the current period and include the most significant
assessed risks of material misstatement (whether or not due to fraud)
that we identified. These matters included those which had the
greatest effect on: the overall audit strategy; the allocation of resources
in the audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and
we do not provide a separate opinion on these matters.
5.1 Revenue Recognition – Accuracy and Cut-off
Key audit matter
description
The Group generates revenue primarily through the manufacture and sale of DNA and RNA sequencing
products. Products are either sold on a stand-alone basis or as part of a larger bundle of goods and services.
In cases where revenue relates to the sale of bundled goods and services including multiple performance
obligations, management is required to allocate the total bundle price between the different performance
obligations, such that the appropriate revenue is recognised either at a point in time or over time depending
on the goods or service provided to the customer. This considers the requirements of IFRS 15, “Revenue
from Contracts with Customers”.
During 2024, the Group recognised £183.2 million of revenue (2023: £169.7 million). The Group has significant
bespoke contracts where the combinations of goods and services included differ to the standard offerings of
the Group. We have identified the allocation of the transaction price to performance obligations within the
specific significant contracts that are signed in the year, along with any contract amendments in the year as a
key audit matter and fraud risk. Determining the revenue recognition profile for such contracts is complex and
requires management judgement, and as such increases the risk of error.
Revenue could be misstated if the various performance obligations are not properly identified, and if the
transaction price is inappropriately allocated between these obligations because of management estimates.
Further to this, the process for recording revenue on such contracts involves manual calculations and
postings, which also increases the risk of revenue being recorded inaccurately.
In addition, where goods are shipped to customers around the year-end date, this can create the need for
judgement in determining whether the Group had completed the relevant performance obligation within the
year. As a result, there is a cut-off risk that revenue is not recognised in the correct year and is also
considered to form part of the key audit matter with respect to revenue recognition.
Further details on the Group’s accounting policy for revenue recognition can be found in note 3.4 on page
159, and it is discussed within the Audit and Risk Committee report on page 109. Non-standard customer
contracts is disclosed as a source of estimation uncertainty within note 4 on page 167.
How the scope of our
audit responded to the
key audit matter
• We obtained an understanding of management’s process and tested relevant controls over the timing of
revenue recognition at year-end.
• We also obtained an understanding of the relevant controls over the recognition of revenue from the
significant individual contract.
• We obtained management’s assessment of accounting for significant sales contracts signed during the
year along with any amendments to the existing contracts. We assessed the bespoke terms in order to
gain an understanding of the performance obligations and revenue recognition criteria.
• We evaluated management’s judgements, considering both corroborative and contradictory evidence to
challenge their estimates and assumptions and performed sensitivity analysis on key assumptions, such as
the identification of performance obligations and allocation of the transaction price to them, used in
revenue recognition calculations to assess their potential impact on the financial statements.
• For a sample of transactions recorded in revenue, we assessed whether revenue recorded was in line with
an appropriate allocation of revenue to the identified performance obligations for the relevant contract.
• We selected samples from a population of transactions before and after the year end to assess whether
revenue has been recognised in the correct period and at the appropriate transaction price.
Key observations We concluded that revenue is being recognised appropriately and in line with the requirements of IFRS 15.
Corporate Governance Financial Statements Further InformationStrategic Report
Oxford Nanopore TechnologiesAnnual Report & Accounts 2024 145
5.2 IFRS 2: Share based payments and employer social security tax provision valuation
Key audit matter
description
In June 2021, the Group issued a number of share options to the Executive Directors of the Group. This
includes conditional retention equity awards of up to 6.5% of the Company’s equity, which are subject to
achievement of a number of performance conditions linked to the Group’s revenue and share price.
These share options have a vesting period of 3-5 years, and accordingly the IFRS 2, “Share Based Payments”
charge is recorded over the vesting period, including a charge in 2024. The Group has recognised a charge
of £15.3 million (2023: £35.1 million) in relation to these, and other, share based payments in the year.
Additionally, management have recorded a provision as at 31 December 2024 of £5.1 million (2023: £9.9
million) for employer social security taxes which will be due at the point of exercise of the share options. This
provision is recorded in line with the requirements of IAS 37, “Provisions, Contingent Liabilities and
Contingent Assets” (“IAS 37”) and requires estimates to be made about the likelihood of vesting and the
social security taxes payable at the point of exercise.
The key audit matter relates to management’s estimate of the valuation and the application of judgements in
the calculation of the fair value of the share options issued in June 2021 and the related provision for
employer social security taxes. The valuations are estimated through models which require management to
make a number of assumptions, including the likelihood of vesting.
Further details are included in note 26 to the financial statements in relation to share based payments.
Additionally, details on the Group’s accounting policy for share based payments can be found in note 3.20 on
page 165 and it is discussed within the Audit and Risk Committee report on page 109. Share-based payments
is disclosed as a source of estimation uncertainty within note 4 on page 166.
How the scope of our
audit responded to the
key audit matter
• We obtained an understanding of the relevant controls over the recognition of the share-based payment
charge and the social security tax provision including the controls over the review of underlying
calculations and valuations.
• We inspected the share plan rules and evidence of plan approval, including signed and approved
Remuneration Committee minutes and evidence of shareholder approval.
• We obtained the forecasts used in estimating the vesting of the revenue linked options, which we agreed
to the board approved forecasts. We challenged the appropriateness of the forecasts with reference to
current and historical performance, sales contracts signed to date and external communications made by
the Group to investors. We also evaluated the historical accuracy of management’s forecasts to assess
their reliability.
• We recalculated the amounts recorded in the year based on the inputs and assumptions.
• We assessed the appropriateness of the related disclosures in the financial statements.
Key observations We concluded that the amounts recorded and accounting treatment in relation to the share-based payments
and the related provision for employer social security taxes in the year are appropriate. The assumptions
used in the valuation are within an acceptable range and the charge recorded in the income statement is in
line with the requirements of IFRS 2. We also concluded that the valuation of the employer social security tax
provision is appropriate and consistent with the requirements of IAS 37.
Independent Auditor’s Report to the Members
of Oxford Nanopore Technologies plc continued
Oxford Nanopore Technologies Annual Report & Accounts 2024146
5.3 Inventory Provisioning
Key audit matter
description
The Group holds inventory across a number of locations for the purposes of fulfilling sales orders and
contractual obligations. Additionally, certain components of inventory are held for use within research and
development. Net inventory as at the year-end is £99.4 million (2023: £101.5 million). In line with the
requirements of IAS 2, “Inventories”, inventory is stated at the lower of cost and net realisable value.
Management is required to make a number of estimates around the net realisable value of inventory, which
represents the estimated selling price less all estimated costs of completion. In cases where the net
realisable value is below cost, management records a provision such that inventory is held at the lower of
cost and net realisable value.
To estimate the inventory provision, management uses inputs based on the location and status of inventory
held by the Group. This includes the intended use of the inventory, including whether it is expected to be
sold or used for research and development purposes. Management makes assumptions around the net
realisable value of each category of inventory. These estimates are then applied to the inventory balance, to
record a provision in cases where the net realisable value is below cost.
Given the uncertainty and judgement required by management with respect to the future use and condition
of inventory, we have identified inventory provisioning as a key audit matter.
Further details are included in note 18 to the financial statements in relation to inventory. Additionally, details
on the Group’s accounting policy for inventory can be found in note 3.12 on page 164 and it is discussed
within the Audit and Risk Committee report on page 109. Inventory is disclosed as a source of estimation
uncertainty within note 4 on page 166.
How the scope of our
audit responded to the
key audit matter
• We obtained an understanding around management’s process for estimating the inventory provision
balance and the relevant controls over management’s determination of the inventory provisioning
estimates.
• We challenged the key estimates, made by management in the calculation of the inventory provision,
including with reference to forecast sales and considering any potentially contradictory evidence which
would indicate the net realisable value of inventory was below the cost.
• For a sample of items that management have provided for, we challenged both the finance and supply
chain teams on the intended use of those items with reference to supply chain and commercial plans.
• For a sample of items, we assessed the historical accuracy of the management’s categorisation of stock for
determination of provision by evaluating this against the outcome in the current year.
• Although not directly part of the key audit matter, to audit the gross stock balance, we attended stocktakes
at key locations which held significant levels of inventory, and performed confirmation procedures where
stock was held at third party locations. This included observing the condition of inventory and assessing
the expected use of the stock. Additionally, we evaluated the cost of gross stock before any provisions
were recorded.
Key observations We concluded that the inventory provision recorded by management is appropriate such that inventory is
stated at the lower of cost and net realisable value in line with the requirements of IAS 2.
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Oxford Nanopore TechnologiesAnnual Report & Accounts 2024 147
6. Our application of materiality
6.1 Materiality
We define materiality as the magnitude of misstatement in the financial statements that makes it probable that the economic decisions of
a reasonably knowledgeable person would be changed or influenced. We use materiality both in planning the scope of our audit work and
in evaluating the results of our work.
Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
| Group financial statements | Company financial statements | |
| Materiality | £3.5 million (2023: £3.3 million) | £2.8 million (2023: £2.64 million) |
Basis for determining materiality | 2% of Revenue (2023: 2% of Revenue) Using our professional judgement we have determined for the year ended 31 December 2024 that revenue is the key benchmark and determined Group materiality to be £3.5 million. | We determined materiality in a manner consistent with the approach to the Group financial statements, however capped this at 80% (2023: 80%) of Group materiality. This was such that the performance materiality for the Company audit aligns with the component performance materiality of the Company for the purposes of the Group audit. |
Rationale for the benchmark applied | Revenue reflects the manner in which business performance is reported and assessed by external users of the financial statements, particularly for a loss-making company. Recurring revenues of the Group continue to grow and are a key metric for users. We also considered other secondary benchmarks as part of determining materiality, which further supported the materiality used. |
Revenue |
Group materiality |
Revenue
£183m
Group materiality £3.5m
Component materiality
range £1.5m to £2.0m
Audit and Risk Committee
reporting threshold £0.20m
6.2 Performance materiality
We set performance materiality at a level lower than materiality to reduce the probability that, in aggregate, uncorrected and undetected
misstatements exceed the materiality for the financial statements as a whole.
Group financial statements Parent Company financial statements
Performance materiality 70% (2023: 70%) of Group materiality 70% (2023: 70%) of Parent Company materiality
Basis and rationale for
determining
performance materiality
In determining performance materiality, we primarily
considered our risk assessment together with the
Group’s overall control environment, the history of
aggregated uncorrected prior period adjustments and
our assessment of the competence of key
management and accounting personnel.
6.3 Error reporting threshold
We agreed with the Audit and Risk Committee that we would report to the Committee all audit differences in excess of £175,000 (2023:
£165,000), as well as differences below that threshold that, in our view, warranted reporting on qualitative grounds. We also report to the
Audit and Risk Committee on disclosure matters that we identified when assessing the overall presentation of the financial statements.
Independent Auditor’s Report to the Members
of Oxford Nanopore Technologies plc continued
Oxford Nanopore Technologies Annual Report & Accounts 2024148
7. An overview of the scope of our audit
7.1 Identification and scoping of components
Our Group audit was scoped by obtaining an understanding of the
Group and its environment, including Group-wide controls, and
assessing the risks of material misstatement at the Group level.
Components are identified at the legal entity level. The nature of
the Group’s structure means that the Company acts as the main
trading company for the Group’s operations.
We performed an audit of the entire financial information of the
Parent Company and we audited specific classes of transactions,
account balances and disclosures with respect to one other
component. Additionally we performed specific audit procedures in
relation to a revenue contract in one other component. Our audit
procedures, which were carried out to component performance
materialities between £1.5 million and £2.0 million, provided
coverage of 93% of revenue, 95% of operating expenses and 99% of
net assets.
All work to respond to the assessed risks of material misstatement
was performed by the Group engagement team.
At the Group level we also tested the consolidation process and
carried out analysis on the residual populations to assess whether
there were any significant risks of material misstatement within the
aggregated financial information not subject to audit.
7.2 Our consideration of the control environment
We obtained an understanding of relevant controls including over
the key audit matters and the financial close and reporting process.
We have engaged with our IT specialists to obtain an
understanding over management’s IT systems, and we have tested
and relied on controls in addressing the key audit matter in relation
to revenue cut-off.
7.3 Our consideration of climate-related risks
In planning our audit, we considered the potential impacts of
climate change on the Group’s business and its financial
statements. The Group has set out in the Strategic Report its
reporting with respect to its greenhouse gas emissions (“GHGs”), in
addition to future plans to reduce the GHG emissions resulting
from the Group’s business.
As a part of our audit, we have performed a risk assessment,
including enquiries of management, to understand how the
impacts of climate change, including the physical or transition risks
of climate change, may affect the financial statements and our
audit. There was no impact of this work on our key audit matters.
We have engaged with our environmental, social and corporate
governance (“ESG”) specialists to assess the climate related
disclosures within the financial statements, and considered
whether they are materially consistent with the wider financial
statements and our knowledge obtained in the audit.
8. Other information
The other information comprises the information included in the
annual report, other than the financial statements and our auditor’s
report thereon. The Directors are responsible for the other
information contained within the annual report.
Our opinion on the financial statements does not cover the other
information and, except to the extent otherwise explicitly stated in
our report, we do not express any form of assurance conclusion
thereon.
Our responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent
with the financial statements or our knowledge obtained in the
course of the audit, or otherwise appears to be materially
misstated.
If we identify such material inconsistencies or apparent material
misstatements, we are required to determine whether this gives
rise to a material misstatement in the financial statements
themselves. If, based on the work we have performed, we conclude
that there is a material misstatement of this other information, we
are required to report that fact.
We have nothing to report in this regard.
9. Responsibilities of directors
As explained more fully in the directors’ responsibilities statement,
the Directors are responsible for the preparation of the financial
statements and for being satisfied that they give a true and fair
view, and for such internal control as the Directors determine is
necessary to enable the preparation of financial statements that
are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible
for assessing the Group’s and the Parent Company’s ability to
continue as a going concern, disclosing as applicable, matters
related to going concern and using the going concern basis of
accounting unless the Directors either intend to liquidate the Group
or the Parent Company or to cease operations, or have no realistic
alternative but to do so.
10. Auditor’s responsibilities for the audit of the financial
statements
Our objectives are to obtain reasonable assurance about whether
the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an
auditor’s report that includes our opinion. Reasonable assurance is
a high level of assurance, but is not a guarantee that an audit
conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or
error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic
decisions of users taken on the basis of these financial statements.
A further description of our responsibilities for the audit of the
financial statements is located on the FRC’s website at: www.frc.org.
uk/auditorsresponsibilities. This description forms part of our
auditor’s report.
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Oxford Nanopore TechnologiesAnnual Report & Accounts 2024 149
11. Extent to which the audit was considered capable of
detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with
laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements in
respect of irregularities, including fraud. The extent to which our
procedures are capable of detecting irregularities, including fraud
is detailed below.
11.1 Identifying and assessing potential risks related to
irregularities
In identifying and assessing risks of material misstatement in
respect of irregularities, including fraud and non-compliance with
laws and regulations, we considered the following:
• the nature of the industry and sector, control environment and
business performance including the design of the Group’s
remuneration policies, key drivers for directors’ remuneration,
bonus levels and performance targets;
• results of our enquiries of management, internal audit, the legal
function including the Group’s General Counsel, the Directors
and the Audit and Risk Committee about their own identification
and assessment of the risks of irregularities, including those that
are specific to the Group’s sector;
• any matters we identified having obtained and reviewed the
Group’s documentation of their policies and procedures relating
to:
– identifying, evaluating and complying with laws and
regulations and whether they were aware of any instances of
non-compliance;
– detecting and responding to the risks of fraud and whether
they have knowledge of any actual, suspected or alleged fraud;
– the internal controls established to mitigate risks of fraud or
non-compliance with laws and regulations;
• the matters discussed among the audit engagement team and
relevant internal specialists, including tax, valuations, IT and ESG
specialists regarding how and where fraud might occur in the
financial statements and any potential indicators of fraud.
As a result of these procedures, we considered the opportunities
and incentives that may exist within the organisation for fraud and
identified the greatest potential for fraud in the accuracy and
cut-off of revenue recognition. In common with all audits under
ISAs (UK), we are also required to perform specific procedures to
respond to the risk of management override.
We also obtained an understanding of the legal and regulatory
framework that the Group operates in, focusing on provisions of
those laws and regulations that had a direct effect on the
determination of material amounts and disclosures in the financial
statements. The key laws and regulations we considered in this
context included the UK Companies Act, Listing Rules, and tax
legislation.
In addition, we considered provisions of other laws and regulations
that do not have a direct effect on the financial statements but
compliance with which may be fundamental to the Group’s ability to
operate or to avoid a material penalty.
Independent Auditor’s Report to the Members
of Oxford Nanopore Technologies plc continued
11.2 Audit response to risks identified
As a result of performing the above, we identified “Revenue
Recognition – Accuracy and Cut-off” as a key audit matter related to
the potential risk of fraud. The key audit matters section of our report
explains the matter in more detail and also describes the specific
procedures we performed in response to that key audit matter.
In addition to the above, our procedures to respond to risks
identified included the following:
• reviewing the financial statement disclosures and testing to
supporting documentation to assess compliance with provisions
of relevant laws and regulations described as having a direct
effect on the financial statements;
• enquiring of management, the Audit and Risk Committee and
Group’s General counsel concerning actual and potential
litigation and claims;
• performing analytical procedures to identify any unusual or
unexpected relationships that may indicate risks of material
misstatement due to fraud;
• reading minutes of meetings of those charged with governance,
reviewing internal audit reports and reviewing correspondence
with HMRC; and
• in addressing the risk of fraud through management override of
controls, testing the appropriateness of journal entries and other
adjustments; assessing whether the judgements made in making
accounting estimates are indicative of a potential bias; and
evaluating the business rationale of any significant transactions
that are unusual or outside the normal course of business.
We also communicated relevant identified laws and regulations and
potential fraud risks to all engagement team members including
internal specialists and remained alert to any indications of fraud or
non-compliance with laws and regulations throughout the audit.
Report on other legal and regulatory requirements
12. Opinions on other matters prescribed by the
Companies Act 2006
In our opinion the part of the directors’ remuneration report to
be audited has been properly prepared in accordance with the
Companies Act 2006.
In our opinion, based on the work undertaken in the course of
the audit:
• the information given in the strategic report and the directors’
report for the financial year for which the financial statements
are prepared is consistent with the financial statements; and
• the strategic report and the directors’ report have been
prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Group
and the Parent Company and their environment obtained in the
course of the audit, we have not identified any material
misstatements in the strategic report or the directors’ report.
Oxford Nanopore Technologies Annual Report & Accounts 2024150
13. Corporate Governance Statement
The Listing Rules require us to review the directors’ statement in
relation to going concern, longer-term viability and that part of the
Corporate Governance Statement relating to the Group’s
compliance with the provisions of the UK Corporate Governance
Code specified for our review.
Based on the work undertaken as part of our audit, we have
concluded that each of the following elements of the Corporate
Governance Statement is materially consistent with the financial
statements and our knowledge obtained during the audit:
• the Directors’ statement with regards to the appropriateness
of adopting the going concern basis of accounting and any
material uncertainties identified set out on page 142;
• the Directors’ explanation as to its assessment of the Group’s
prospects, the period this assessment covers and why the
period is appropriate set out on page 114;
• the Directors’ statement on fair, balanced and understandable
set out on page 112;
• the board’s confirmation that it has carried out a robust
assessment of the emerging and principal risks set out on
page 113;
• the section of the annual report that describes the review of
effectiveness of risk management and internal control
systems set out on page 113; and
• the section describing the work of the Audit and Risk
Committee set out on page 109.
14. Matters on which we are required to report by
exception
14.1 Adequacy of explanations received and accounting records
Under the Companies Act 2006 we are required to report to you if,
in our opinion:
• we have not received all the information and explanations we
require for our audit; or
• adequate accounting records have not been kept by the Parent
Company, or returns adequate for our audit have not been
received from branches not visited by us; or
• the Parent Company financial statements are not in agreement
with the accounting records and returns.
We have nothing to report in respect of these matters.
14.2 Directors’ remuneration
Under the Companies Act 2006 we are also required to report if in
our opinion certain disclosures of directors’ remuneration have not
been made or the part of the directors’ remuneration report to be
audited is not in agreement with the accounting records and returns.
We have nothing to report in respect of these matters.
15. Other matters which we are required to address
15.1 Auditor tenure
Following the recommendation of the Audit and Risk Committee,
we were appointed by the Board of Directors in 2010 to audit the
financial statements for the year ending 31 December 2010 and
subsequent financial periods. The period of total uninterrupted
engagement including previous renewals and reappointments of
the firm is 14 years, covering the years ending 31 December 2010 to
31 December 2024. The year ending 31 December 2024 is our
fourth year as Auditors of the Company since it completed its Initial
Public Offering during 2021.
15.2 Consistency of the audit report with the additional report to
the audit committee
Our audit opinion is consistent with the additional report to the
Audit and Risk Committee we are required to provide in accordance
with ISAs (UK).
16. Use of our report
This report is made solely to the Company’s members, as a body, in
accordance with Chapter 3 of Part 16 of the Companies Act 2006.
Our audit work has been undertaken so that we might state to the
Company’s members those matters we are required to state to
them in an auditor’s report and for no other purpose. To the fullest
extent permitted by law, we do not accept or assume responsibility
to anyone other than the Company and the Company’s members as
a body, for our audit work, for this report, or for the opinions we
have formed.
As required by the Financial Conduct Authority (“FCA”) Disclosure
Guidance and Transparency Rule (“DTR”) 4.1.15R – DTR 4.1.18R,
these financial statements form part of the Electronic Format
Annual Financial Report filed on the National Storage Mechanism of
the FCA in accordance with DTR 4.1.15R – DTR 4.1.18R. This auditor’s
report provides no assurance over whether the Electronic Format
Annual Financial Report has been prepared in compliance with DTR
4.1.15R – DTR 4.1.18R.
For and on behalf of Deloitte LLP
Statutory Auditor
London, United Kingdom
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Oxford Nanopore TechnologiesAnnual Report & Accounts 2024 151
Financial
Statements
Oxford Nanopore Technologies Annual Report & Accounts 2024152
152—
207
Corporate Governance Financial Statements Further InformationStrategic Report
Oxford Nanopore TechnologiesAnnual Report & Accounts 2024 153
152 Financial Statements
154 Consolidated Statement of Comprehensive Income
155 Consolidated Statement of Financial Position
156 Consolidated Statement of Changes in Equity
157 Consolidated Statement of Cash Flows
158 Notes to the Consolidated Financial Statements
195 Company Statement of Financial Position
196 Company Statement of Changes in Equity
197 Company Statement of Cash Flows
198 Notes to the Company Financial Statements
Consolidated Statement of Comprehensive Income
for the year ended 31 December 2024
Note
2024
£000
2023
£000
Revenue 5 183,191 169,668
Cost of sales (77,796 ) (79,187 )
Gross profit 105,395 90,481
Research and development expenses (98,921 ) (103,842 )
Selling, general and administrative expenses (158,807 ) (155,248 )
Loss from operations (152,333 ) (168,609 )
Finance income 11 14,841 18,853
Finance expense 11 (3,565 ) (2,206 )
Other gains and losses 12 1,838 2,278
Share of loss in associate 17 (18 ) (228 )
(Impairment)/write-back of investment in associate 17 (724 ) 144
Loss before tax 7 (139,961 ) (149,768 )
Taxation 13 (6,227 ) (4,739 )
Loss for the year (146,188 154,507 )
Other comprehensive income
Items that may be reclassified subsequently to profit or loss
Unrealised fair-value gains on investment bonds 12 4,577 4,177
Reclassification to profit or loss on disposal of investment bonds 12 (1,989 ) (153 )
Fair value movements on investment bonds 12 2,588 4,024
Exchange losses arising on translation of foreign operations (469 ) (3,880 )
Tax on items that may be reclassified subsequently to profit or loss 13 (648 ) (1,240 )
Other comprehensive income/(expense) for the year, net of tax 1,471 (1,096 )
Total comprehensive loss (144,717 ) (155,603 )
Note | 2024 Pence | 2023 Pence | |
| Loss per share | 8 | (16) | (19) |
The notes on pages 158 to 194 form part of these financial statements.
Oxford Nanopore Technologies Annual Report & Accounts 2024154
Consolidated Statement of Financial Position
as at 31 December 2024
Note
2024
£000
2023
£000
Assets
Non‑current assets
Property, plant and equipment 15 66,331 49,890
Intangible assets 14 43,815 32,910
Investment in associate 17 – 742
Right-of-use assets 16 34,859 32,526
Other financial assets 20 74,314 208,325
Deferred tax assets 13 2,636 5,486
Current assets
Inventory 18 99,453 101,548
Trade and other receivables 19 62,708 61,475
Current tax assets 13 1,199 1,030
R&D tax credit recoverable 13 18,365 12,819
Other financial assets 20 138,853 49,514
Derivative financial assets 21 – 261
Cash and cash equivalents 27 199,517 220,536
Total assets 742,050 777,062
Liabilities
Non‑current liabilities
Lease liabilities 24 40,606 37,333
Share-based payment liabilities 177 141
Provisions 23 3,439 6,538
Current liabilities
Trade and other payables 22 102,316 78,447
Lease liabilities 24 5,358 4,322
Derivative financial liabilities 21 10 –
Provisions 23 3,806 6,430
Total liabilities 155,712 133,211
Net assets 586,338 643,851
Issued capital and reserves attributable to owners of the parent
Share capital 25 96 86
Share premium reserve 25 779,697 698,553
Share-based payment reserve 26 209,149 203,099
Translation reserve (642 ) (173 )
Accumulated deficit (401,962 ) (257,714 )
Total equity 586,338 643,851
The notes on pages 158 to 194 form part of these financial statements.
The financial statements on pages 154 to 194 were approved and authorised for issue by the Board of Directors on 18 March 2025 and were
signed on its behalf by:
Director
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Oxford Nanopore TechnologiesAnnual Report & Accounts 2024 155
Consolidated Statement of Changes in Equity
as at 31 December 2024
Share
capital
£000
Share
premium
£000
Share-based
payment
reserve
£000
Translation
reserve
£000
Accumulated
deficit
£000
Total equity
£000
| At 1 January 2023 | | ( | | |||
| Loss for the year | | | | ( | ( | |
| Other comprehensive (expense)/income | | | | ( | | ( |
| Total comprehensive loss for the year | | | | ( | ( | ( |
| Issue of share capital | | | | | ||
| Cost of share issue | ( | | | | ( | |
| Employee share-based payments | | | | | ||
| Tax in relation to share-based payments | | | ( | | | ( |
Total contributions by and distributions to owners | | | | |||
| At 31 December 2023 | ( | ( |
| Loss for the year | | | | ( | ( | |
| Other comprehensive (expense)/income | | | ( | | | |
| Total comprehensive loss for the year | | | ( | ( | ( | |
| Issue of share capital | | | | | | |
| Cost of share issue | ( | | | | ( | |
| Employee share-based payments | | | | | | |
| Tax in relation to share-based payments | | | | | | |
Total contributions by and distributions to owners | | | | | | |
| At 31 December 2024 | | ( | ( | |
Note 25 25 26
The notes on pages 154 to 194 form part of these financial statements.
Oxford Nanopore Technologies Annual Report & Accounts 2024156
Note
2024
£000
2023
£000
Net cash outflow from operating activities 27 (109,885 ) (137, 302 )
Investing activities
Purchase of property, plant and equipment (13,943 ) (5,906 )
Development costs capitalised 14 (34,693 ) (19,522 )
Purchases of IP licences – (1,862 )
Investment in associate – (3,000 )
Interest received 9,507 13,898
Purchase of other financial assets – (150,000 )
Proceeds from sale of other financial assets 54,156 104,598
Net cash inflow/(outflow) from investing activities 15,027 (61,794 )
Financing activities
Proceeds from issue of shares 83,233 71,597
Costs of share issue (2,322 ) (366 )
Principal elements of lease payments (4,685 ) (4,291 )
Interest paid (3 ) (1 )
Interest paid on leases (2,642 ) (2,205 )
Net cash inflow from financing activities 73,581 64,734
Net decrease in cash and cash equivalents before foreign exchange movements (21,277 ) (134,362 )
Effect of foreign exchange rate movements 258 (1,880 )
Cash and cash equivalents at beginning of year 220,536 356,778
Cash and cash equivalents at end of year 27 199,517 220,536
Consolidated Statement of Cash Flows
for the year ended 31 December 2024
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Oxford Nanopore TechnologiesAnnual Report & Accounts 2024 157
1. General information
“Group companies”). The Group is primarily involved in researching, developing, manufacturing and commercialising a novel generation of
deoxyribonucleic acid (“DNA”) or ribonucleic acid (“RNA”) sequencing technology that provides rich data, is fast, accessible and easy to use, and which
allows the real-time analysis of DNA or RNA. This enables our customers to perform scientific/biomedical research in a range of areas, including
human genetics, cancer research, outbreak surveillance, environmental analysis, pathogens/antimicrobial resistance, microbiome analysis and crop
science. These emerging uses may include applications in healthcare, agriculture, biopharma production, food/water supply chain surveillance, and
education or consumer markets, anywhere where DNA information can tell a user about a sample: for example its identity, whether it is changing,
healthy or diseased.
The Company is the ultimate parent company of the Group.
The financial statements are presented in Pounds Sterling because that is the currency of the primary economic environment in which the
Group operates, and are rounded to the nearest thousand pounds. Foreign operations are included in accordance with the policies set out in
the accounting policies.
2. Adoption of new and revised standards
New and amended IFRS Accounting Standards that are effective for the current year
In 2024, the Group has applied a number of amendments to International Financial Reporting Standards (“IFRS”) and International Accounting
begins on or after 1 January 2024 . Their adoption has not had any material impact on the disclosures or on the amounts reported in these
financial statements.
| Amendments to IAS 7 and IFRS 7 | Supplier finance arrangements |
| Amendments to IAS 1 | Classification of liabilities as current or non-current; non-current liabilities with covenants |
| Amendments to IFRS 16 | Lease liabilities in a sale and leaseback |
New and revised IFRS standards in issue but not yet effective
At the date of authorisation of the consolidated financial statements, the Group has not applied the following new and revised IFRS standards
that have been issued but are not yet effective:
| Amendments to IAS 21 | Lack of Exchangeability |
| IFRS 18 | Presentation and Disclosures in Financial Statements Amendments to IAS 1 |
The Directors do not expect that the adoption of the amendments to IAS 21 will have a material impact on the consolidated financial
statements of the Group in future periods.
IFRS 18, “Presentation and Disclosure in Financial Statements”, was issued by the IASB on 9 April 2024 and introduces new presentation and
disclosure requirements, particularly for the income statement. Furthermore, the new accounting standard provides enhanced principles on
aggregation and disaggregation of information and introduces new disclosures for Management Performance Measures. The requirements
are effective for periods beginning on or after 1 January 2027 and are not yet endorsed by the UK Endorsement Board. The Group is
assessing the impact of adopting the new requirements introduced by IFRS 18, and will adopt the standard for the reporting period ending
31 December 2027, subject to endorsement in the UK.
3. Significant accounting policies
3.1 Basis of preparation
These consolidated financial statements have been prepared in accordance with international accounting standards in conformity with the
requirements of the Companies Act 2006 and IFRSs as issued by the IASB and adopted by the UK.
The consolidated financial statements have been prepared on the historical cost basis, except for certain financial instruments that are
measured at fair value at the end of each reporting period, as explained in the accounting policies below. Historical cost is generally based on
the consideration given in exchange for goods and services.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique.
In estimating the fair value of an asset or a liability, the Group takes into account the characteristics of the asset or liability if market
participants would take those characteristics into account when pricing the asset or liability at the measurement date. Fair value for
measurement and/or disclosure purposes in the financial statements is determined on such a basis, except for share-based payment
transactions that are within the scope of IFRS 2, leasing transactions that are within the scope of IFRS 16, and measurements that have some
The principal accounting policies adopted are set out below.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2024
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3. Significant accounting policies continued
3.2 Going concern
As at 31 December 2024, the Group held £403.8 million in cash, cash equivalents and other liquid investments (note 34).
In order to satisfy the going concern assumption, the Directors review the budget periodically. It is revisited and revised as appropriate in
response to evolving market conditions. Specifically for these financial statements, the Directors have considered the budget and forecast
prepared through to the end of March 2026, the going concern assessment period, and the impact of a range of severe, but plausible,
scenarios on revenue, profit and cash flow. The principal issues and risks considered were:
• supply chain issues driven by demand, logistics interruptions and heightened global geopolitical tension;
• the impact on revenue due to customer, regulatory and research and development (R&D) delays; and
• increased costs due to supply chain restrictions, rising utilities costs, rising wages & salary costs, additional R&D requirements and rising
costs of component parts.
Under all scenarios, the Group had sufficient funds to maintain trading before taking into account any mitigating actions that the Directors
could take. Accordingly, the Directors have a reasonable expectation that the Group has adequate resources to continue in operation for the
foreseeable future and at least one year from the date of approval of the financial statements. On the basis of these reviews, the Directors
3.3 Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company and its
subsidiaries. Control is achieved when the Company:
• has power over the investee;
• is exposed, or has rights, to variable returns from its involvement with the investee; and
• has the ability to use its power to affect its returns.
The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of
the three elements of control listed above.
When the Company has less than a majority of the voting rights of an investee, it has power over the investee when the voting rights are
sufficient to give it the practical ability to direct the relevant activities of the investee unilaterally. The Company considers all relevant facts and
circumstances in assessing whether or not the Company’s voting rights in an investee are sufficient to give it power, including:
• the size of the Company’s holding of voting rights relative to the size and dispersion of holdings of the other vote holders;
• potential voting rights held by the Company, other vote holders or other parties;
• rights arising from other contractual arrangements; and
• any additional facts and circumstances that indicate that the Company has, or does not have, the current ability to direct the relevant
activities at this time that decisions need to be made, including voting patterns at previous shareholders’ meetings.
Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of
the subsidiary. Specifically, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated
statement of profit or loss and other comprehensive income from the date the Company gains control until the date when the Company
ceases to control the subsidiary.
When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Group’s
accounting policies.
3.4 Revenue recognition
The Group manufactures and sells a range of DNA and RNA sequencing products and also provides a range of technical training and
consultancy services to customers. Products are either sold on a stand-alone basis or as part of a larger bundle of goods and services.
Revenue is recognised when control of the products has transferred, typically being when the products are delivered to the customer at the
location specified during the sales ordering process. Revenue from providing services is recognised in the period in which the services are
rendered because the customer receives and uses the benefits simultaneously.
Revenue from the sale of bundled goods and services includes multiple performance obligations which are separately recognised when
distinct. For example, a bundled contract might include the lease of a sequencing device, software licences required to operate the device,
sequencing consumables and technical training services. Each deliverable is accounted for as a separate performance obligation and the
transaction price for the bundle is allocated to each performance obligation based on the stand-alone selling prices of each deliverable
observed on the Group’s online store. In instances where there is no directly observable stand-alone selling price, management estimates
this based on an expected cost-plus margin approach or by using the closest market comparable as a basis. As each performance obligation
in the bundle is satisfied, revenue is recognised either at the point in time when the consumables are delivered or, in the case of the lease of
the sequencing device or provision of software licence, recognised over the period to which they relate.
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3. Significant accounting policies continued
3.4 Revenue recognition continued
In the case of bundled goods and services contracts, customers generally either pay for the whole contract in advance of delivery of all the goods
and services on the contract or are invoiced as the goods and services are delivered. If the transaction price allocated to the goods delivered
or services rendered by the Group exceeds the payment received from a customer, a contract asset is recognised. If the payment exceeds the
transaction price allocated to the goods delivered or services rendered by the Group, a contract liability is recognised. In the case of
non-bundled goods and services contracts, payment of the transaction price is typically due when the customer receives the goods or
services.
For bill-and-hold arrangements in respect of the supply and delivery of goods, revenue is recognised when the customer has obtained control of
the goods. Control is deemed to have transferred when the goods have been delivered to the specified delivery location. Under bill-and-hold
arrangements it is deemed appropriate to recognise revenue provided the customer has requested the bill-and-hold arrangement for
substantive purposes, for example, because it lacks the physical space/facilities to store the goods. In addition, the goods must be able to be
identified as belonging to the customer and cannot be used to satisfy orders for other customers, meaning that the customer can redirect or
determine how the goods are used or where the goods are delivered to.
Consistent with the terms of agreement with distributors, revenue from distributors is recognised upon transfer of control over the goods to a third
party. Typically this occurs when title passes to the customer, either on shipment or on receipt of goods by the customer, depending on local
trading terms. The terms of these agreements are such that the Group’s customer is deemed to be the distributor, and therefore the Group
recognises revenue as principal in the transaction with the distributor. The distributor subsequently controls the products before making
sales to end users, and bears inventory risk and has discretion for specific commercial arrangements with the end users of the products. On
this basis revenue is recorded by the Group at the point control of the products is passed to the distributors. The agreements do not contain
a clause for the Group to repurchase the goods from the distributors. For the year ended 31 December 2024, the Group’s revenue from
distributor sales amounted to £46.7 million (2023: £38.3 million), representing 25.5% (2023: 22.6%) of the total Group’s total revenue for the
year.
Revenue includes royalty income from collaboration agreements, where the Group has licensed certain rights associated with products.
These agreements cover the development, manufacturing and/or commercialisation of products with third parties. The income generated
from these agreements is defined as revenue, as licensing and collaboration agreements are considered to form part of the Group’s ordinary
activities. Income from the agreements may take the form of upfront fees, milestone payments and/or royalties. For the year ended
December 2024, the Group earned £0.6 million (2023: £0.6 million) of its revenue from collaboration and royalty agreements, representing
0.3% (2023: 0.4%) of the Group’s total revenue for the year.
3.5 Alternative performance measures
Alternative performance measures are used by the Directors and management to monitor business performance internally and exclude
certain items which they believe are not reflective of the normal day-to-day operating activities of the Group. The Directors believe that
disclosing such non-IFRS measures enables a reader to isolate and evaluate the impact of such items on results and provides additional
information to assist stakeholders’ understanding of the performance from year to year. Alternative performance measures may not be
directly comparable with other similarly titled measures used by other companies. A detailed reconciliation between reported and adjusted
measures is presented in note 34.
3.6 Leased assets
The Group as a lessee
The Group leases various offices and buildings. Rental contracts are typically made for fixed periods of up to 30 years and may include extension
and termination options. These are used to maximise operational flexibility in terms of managing the assets used in the Group’s operations.
The majority of extension and termination options held are exercisable only by the Group and not by the respective lessor.
The Group assesses whether a contract is or contains a lease at inception of the contract. The Group recognises a right-of-use asset and a
corresponding lease liability with respect to all lease arrangements in which it is the lessee, except for short-term leases (defined as leases
with a lease term of 12 months or less) and low-value leases. For these leases, the Group recognises the lease payments as an operating
expense on a straight-line basis over the term of the lease unless another systematic basis is more representative of the time pattern in which
economic benefits from the leased assets are consumed.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using
the rate implicit in the lease. If this rate cannot be readily determined, the Group uses its incremental borrowing rate.
Lease payments included in the measurement of the lease liability comprise:
• fixed lease payments (including in substance fixed payments), less any lease incentives receivable;
• variable lease payments that depend on an index or rate, initially measured using the index or rate at the commencement date;
• the amount expected to be payable by the lessee under residual value guarantees;
• the exercise price of purchase options, if the lessee is reasonably certain to exercise the options; and
Notes for the Consolidated Financial Statements continued
Oxford Nanopore Technologies Annual Report & Accounts 2024160
3. Significant accounting policies continued
The lease liability is presented as a separate line in the consolidated statement of financial position. The lease liability is subsequently
measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the
carrying amount to reflect the lease payments made.
The Group remeasures the lease liability (and makes a corresponding adjustment to the related right of use asset) whenever:
• the lease term has changed or there is a significant event or change in circumstances resulting in a change in the assessment of exercise of a
purchase option, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate;
• the lease payments change due to changes in an index or rate or a change in expected payment under a guaranteed residual value, in
which case the lease liability is remeasured by discounting the revised lease payments using an unchanged discount rate (unless the lease
payments change is due to a change in a floating interest rate, in which case a revised discount rate is used); and/or
• a lease contract is modified and the lease modification is not accounted for as a separate lease, in which case the lease liability
is remeasured based on the lease term of the modified lease by discounting the revised lease payments using a revised discount rate at the
effective date of the modification.
The right-of-use assets comprise the initial measurement of the corresponding lease liability, lease payments made at or before the
commencement day, less any lease incentives received and any initial direct costs. They are subsequently measured at cost less accumulated
depreciation and impairment losses.
Whenever the Group incurs an obligation for costs to dismantle and remove a leased asset, restore the site on which it is located or restore
the underlying asset to the condition required by the terms and conditions of the lease, a provision is recognised and measured under IAS 37,
“Provisions, Contingent Liabilities and Contingent Assets”. To the extent that the costs relate to a right-of-use asset, the costs are included in
the related right-of-use asset, unless those costs are incurred to produce inventory.
Right-of-use assets are depreciated over the shorter period of lease term and Useful Economic Life (“UEL”) of the underlying asset. If a lease
transfers ownership of the underlying asset or the cost of the right-of-use asset reflects that the Group expects to exercise a purchase
option, the related right-of-use asset is depreciated over the useful life of the underlying asset. The depreciation starts at the commencement
date of the lease.
The right-of-use assets are presented as a separate line in the consolidated statement of financial position. The Group applies IAS 36,
“Impairment of Assets”, to determine whether a right-of-use asset is impaired and accounts for any identified impairment loss as described in
the “Property, plant and equipment” policy.
Variable rents that do not depend on an index or rate are not included in the measurement of the lease liability and the right-of-use asset. The
related payments are recognised as an expense in the period in which the event or condition that triggers those payments occurs and are
included within “operating expenses” in the statement of comprehensive income.
The Group as a lessor
The Group leases some of its devices to customers. Leases for which the Group is a lessor are classified as finance or operating leases.
Whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee, the contract is classified as
a finance lease. All other leases are classified as operating leases.
Rental income from operating leases is recognised on a straight-line basis over the term of the relevant lease. Initial direct costs incurred in
negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight-line basis
over the lease term. See note 5 for income from leases.
When a contract includes both lease and non-lease components, the Group applies IFRS 15 ,”Revenue from contracts with customers”, to
3.7 Foreign currencies
In preparing the financial statements of each individual Group entity, transactions in currencies other than the entity’s functional currency (foreign
currencies) are recognised at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting period, monetary
items denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items carried at fair value that are
denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Non-monetary
items that are measured in terms of historical cost in a foreign currency are not retranslated.
Exchange differences on monetary items are recognised in profit or loss in the period in which they arise except for:
• exchange differences on transactions entered into in order to hedge certain foreign currency risks (see note 28); and
• exchange differences on monetary items receivable from or payable to foreign operation for which settlement is neither planned nor likely
to occur (therefore forming part of the net investment in the foreign operation), which are recognised initially in other comprehensive
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3. Significant accounting policies continued
3.7 Foreign currencies continued
For the purposes of presenting these consolidated financial statements, the assets and liabilities of the Group’s foreign operations are
translated into Pounds Sterling using exchange rates prevailing at the end of each reporting period. Income and expense items are translated
at the average exchange rates for the period, unless exchange rates fluctuate significantly during that period, in which case the exchange
rates at the dates of the transactions are used. Exchange differences arising, if any, are recognised in other comprehensive income and
3.8 Employee benefits
i) Retirement costs
Payments to defined contribution retirement benefit plans are recognised as an expense when employees have rendered service entitling
them to the contributions.
ii) Short-term and other long-term employee benefits
A liability is recognised for benefits accruing to employees in respect of wages and salaries, annual leave and sick leave in the period the
related service is rendered at the undiscounted amount of the benefits expected to be paid in exchange for that service.
Liabilities recognised in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be
paid in exchange for the related service. Liabilities recognised in respect of other long-term employee benefits are measured at the present
value of the estimated future cash outflows expected to be made by the Group in respect of services provided by employees up to the
reporting date.
3.9 Taxation
The tax expense represents the sum of current and deferred taxes.
i) Current tax
Current tax is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it
excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or
deductible. The Group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting
period date.
A current tax provision is recognised when the Group has a present obligation as a result of a past event and it is probable that the Group will
be required to settle that obligation. Tax liabilities are recognised when it is considered probable that there will be a future outflow of funds to
a taxing authority. Provisions are measured at the best estimate of the amount expected to become payable. The assessment is based on the
judgement of tax professionals within the Company supported by previous experience in respect of such activities and in certain cases based
on specialist independent tax advice.
The Group is entitled to claim tax credits primarily in the United Kingdom for certain research and development expenditure. The credit is
paid in arrears once tax returns have been filed. An estimate of the tax credit expected to be received is recognised in the consolidated
income statement above the line of profit before tax. A notional tax charge on the credit is recognised within the taxation line in the
consolidated income statement, and the corresponding net asset is included within current assets in the consolidated statement of financial
ii) Deferred tax
Deferred tax is the tax expected to be payable or recoverable in the future arising from temporary differences between the carrying amounts
of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable profit. It
is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences
and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible
temporary differences can be utilised.
Such assets and liabilities are not recognised if the temporary difference arises from the initial recognition (other than in a business
combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. In addition, a
deferred tax liability is not recognised if the temporary difference arises from the initial recognition of goodwill.
Deferred tax assets are reviewed at each reporting date and recognised to the extent that it is probable that sufficient taxable profits will be
available to allow all or part of the asset to be recovered. In considering the recoverability of deferred tax assets, the Group assesses the
likelihood of their being recovered within a reasonably foreseeable timeframe, being typically a period of between three to five years, taking
into account the future expected profit profile and business model of each relevant company or country, and any potential legislative
restrictions on use.
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised, based on
tax laws and rates that have been enacted, or substantively enacted, at the reporting date.
Deferred tax assets and deferred tax liabilities are offset when there is a legally enforceable right to set off current tax assets against current
tax liabilities and the deferred taxes relate to income taxes levied by the same taxation authority and the Group intends to settle its current
tax assets and liabilities on a net basis.
iii) Current and deferred tax
Current and deferred tax are recognised in profit or loss, except when they relate to items that are recognised in other comprehensive
income or directly in equity, in which case the current and deferred tax are also recognised in other comprehensive income or directly
in equity respectively.
Notes for the Consolidated Financial Statements continued
Oxford Nanopore Technologies Annual Report & Accounts 2024162
3. Significant accounting policies continued
3.10 Property, plant and equipment
Items of property, plant and equipment are measured at cost less accumulated depreciation and any accumulated impairment losses.
If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted for as separate items
(major components) of property, plant and equipment. Any gain or loss on disposal of an item of property, plant and equipment is recognised
in profit or loss. Subsequent expenditure is capitalised only if it is probable that the future economic benefits associated with the expenditure
Depreciation is provided on all other items of property, plant and equipment so as to write off their carrying value over their expected UEL.
It is provided at the following rates:
| Leasehold improvements | over the shorter of the UEL and the term of the lease |
| Plant and machinery | 3–10 years straight line |
| Office equipment | 3 years straight line |
| Assets subject to operating leases | 2–5 years straight line |
Assets under construction are not depreciated.
The UELs, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any changes
in estimate accounted for on a prospective basis.
An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the
continued use of the asset. The gain or loss arising on the disposal or retirement of an asset is determined as the difference between the
3.11 Intangible assets
Intangible assets with finite useful lives that are acquired separately are carried at cost less accumulated amortisation and accumulated
impairment losses. Amortisation is recognised on a straight-line basis over their estimated useful lives. The estimated useful life and
amortisation method are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a
prospective basis.
i) Patents and licences
Patents and licences are measured initially at purchase cost and are amortised on a straight-line basis over the expected duration
of the patent or licence.
ii) Capitalised development costs
Expenditure on research activities is recognised as an expense in the period in which it is incurred.
An internally generated intangible asset arising from development (or from the development phase of an internal project) is recognised if all
of the following have been demonstrated:
• the technical feasibility of completing the intangible asset so that it will be available for use or sale;
• the intention to complete the intangible asset and use or sell it;
• the ability to use or sell the intangible asset;
• how the intangible asset will generate probable future economic benefits;
• the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and
• the ability to measure reliably the expenditure attributable to the intangible asset during its development.
The amount initially recognised for internally generated intangible assets is the sum of the expenditure incurred from the date when the
intangible asset first meets the recognition criteria listed above. Where no internally generated intangible asset can be recognised,
development expenditure is recognised in profit or loss in the period in which it is incurred.
Subsequent to initial recognition, internally generated intangible assets are reported at cost less accumulated amortisation and accumulated
impairment losses, on the same basis as intangible assets that are acquired separately.
The Group regularly assesses the development expenditures against the criteria for development costs to be recognised as an asset, as set
out in IAS 38, “Intangible Assets”. The amortisation periods for internally generated assets incurred by the Group are:
| Development of Core Technology Platform | 3 years |
| Development of Sequencing Kits | 2 years |
iii) Impairment of intangible assets excluding goodwill
At each reporting date, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any
indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated
to determine the extent of the impairment loss (if any).
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3. Significant accounting policies continued
3.11 Intangible assets continued
Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows
(including E-commerce sales, based on the related device sales) are discounted to their present value using a pre-tax discount rate that
reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows
have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the
asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss.
Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised
estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been
determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is
3.12 Inventory
Inventory is stated at the lower of cost, calculated as standard cost based on average cost, and net realisable value. Consideration is made of
the technical properties of the inventory and its effect on net realisable value.
Cost comprises direct materials and, when applicable, direct labour cost and those overheads that have been incurred in bringing the
inventory to its present location and condition. Net realisable value represents the estimated selling price less all estimated costs of
completion. Management judgement is primarily used to assess future revenues of product lines and where there is a doubt over its future
net realisable value a provision is made.
3.13 Financial instruments
Financial assets, other than those at fair value through profit or loss (“FVTPL”) or fair value through other comprehensive income (“FVOCI”),
are generally valued at amortised cost using the effective interest method, less any impairment, based on expected credit losses. They are
assessed for indicators of impairment at each balance sheet date. In accordance with IFRS 9 , “Financial Instruments”, impairment of financial
assets is based on the expected credit loss (“ECL”) model. The ECL model requires the Group to account for the ECLs and changes in those
ECLs at each reporting date to reflect changes in credit risk since initial recognition of the financial assets. Financial assets are impaired where
there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the
estimated future cash flows of the investment have been affected; IFRS 9 also requires current and future events to be considered when
making an impairment assessment.
The Group applies the IFRS 9 simplified approach to the measurement of the ECLs which uses a lifetime ECL for all trade receivables. The ECL
on these trade receivables is estimated using a provision matrix for collective assessment based on the Group’s historical credit loss
experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as well
as the forecast direction of conditions at the reporting date, to the extent that these are expected to have an effect on recovery of trade
receivables. To measure the ECLs, trade receivables have been grouped based on shared credit risk characteristics where relevant, and the
days past due. The ECL percentage rates of default applied to trade receivables grouped by days past due are based on the payment profiles
of sales over a selected period and the corresponding historical default (non-payment which resulted in the debt being written off)
experienced in relation to these sales. The percentage rates of default are adjusted to reflect current and forward looking information
on macroeconomic factors affecting the ability of customers to settle the receivables where applicable. Similarly, other financial assets are
assessed to determine whether an ECL provision is required.
For financial assets carried at amortised cost, the amount of the impairment is the difference between the asset’s carrying amount and the
present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate. Financial assets that are held at
FVOCI are debt investments; the accounting policy is based on the business model of both collecting contractual cash flows, and selling the
financial assets. Financial assets that are held at FVTPL are generally foreign exchange derivatives; they are valued based on the rate applying
at the balance sheet date.
Assets that are held at fair value through other comprehensive income are those that are held to collect contractual cash flows on
the repayment of principal and interest and which are held to recognise a capital gain through the sale of the asset. Movements in the
carrying amount are recognised in other comprehensive income except for the recognition of impairment, interest income and foreign
exchange gains or losses which are recognised in profit or loss. On derecognition, the cumulative gain or loss recognised in other
comprehensive income is reclassified from equity to profit or loss. Interest income is included in finance income using the effective interest
rate method.
The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets with the exception of trade
receivables, where the carrying amount is reduced through the use of an allowance account. When a trade receivable is considered
uncollectible, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against the
allowance account. Changes in the carrying amount of the allowance account are recognised in the income statement.
Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or
issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added
to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly
attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in the
statement of comprehensive income. Financial liabilities mainly comprise trade and other payables and are stated at amortised cost which
equates to their fair value.
Notes for the Consolidated Financial Statements continued
Oxford Nanopore Technologies Annual Report & Accounts 2024164
3. Significant accounting policies continued
3.14 Investment in associate
An associate is an entity over which the Group has significant influence and that is neither a subsidiary nor an interest in a joint venture.
Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control
over those policies.
Under the equity method, an investment in an associate is recognised initially in the consolidated statement of financial position at cost and
adjusted thereafter to recognise the Group’s share of the profit or loss and other comprehensive income of the associate or joint venture.
When the Group’s share of losses of an associate or a joint venture exceeds the Group’s interest in that associate, the Group discontinues
recognising its share of further losses. Additional losses are recognised only to the extent that the Group has incurred legal or constructive
obligations or made payments on behalf of the associate.
An investment in an associate is accounted for using the equity method from the date on which the investee becomes an associate. On
acquisition of the investment in an associate, any excess of the cost of the investment over the Group’s share of the net fair value of the
identifiable assets and liabilities of the investee is recognised as goodwill, which is included within the carrying amount of the investment. Any
excess of the Group’s share of the net fair value of the identifiable assets and liabilities over the cost of the investment, after reassessment, is
recognised immediately in profit or loss in the period in which the investment is acquired. In accordance with this policy, the carrying amount
of this investment was fully impaired and provided for in the statement of comprehensive income in 2024.
3.15 Trade and other receivables
Trade receivables are recognised at amortised cost, in line with IFRS 9, less allowances for expected credit losses. They arise principally
3.16 Cash and cash equivalents
Cash and cash equivalents comprise cash in hand and deposits held at call with banks and other short-term highly liquid investments with a
maturity of three months or less at the date of acquisition.
Cash is not held for the purpose of investment in its own right and the primary goal of investment strategies is capital preservation. Cash not
required for short-term working capital requirements is invested in investment bonds (other financial assets). To the extent that it is reasonable,
deposits are spread between banks that have been approved by the Directors. Cash required to meet short-term working capital
requirements as they arise is maintained in instant access accounts at one or more approved banks.
3.17 Trade and other payables
Trade payables are non-interest bearing and are held at amortised cost, in line with IFRS 9; their carrying value approximates to fair value.
3.18 Other financial assets
Other financial assets comprise unlisted investments, short-term deposits, and investment bonds held with banks that do not meet the IAS 7,
“Statement of Cash Flows”, definition of a cash equivalent.
3.19 Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that the
Group will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the
reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash
flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value
of money is material).
When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is
recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.
3.20 Share-based payments
Where share options and other equity instruments are awarded to employees, the fair value of the instrument at the date of grant is charged
to the income statement over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity
instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is
based on the number of instruments that eventually vest.
Market vesting conditions are factored into the fair value of the options granted. As long as all other vesting conditions are satisfied, a charge
is made irrespective of whether the market vesting conditions are satisfied. The cumulative expense is not adjusted for failure to achieve a
market vesting condition. Where the terms and conditions of options are modified before they vest, the increase in the fair value of the
options, measured immediately before and after the modification, is also charged to the income statement over the remaining vesting period.
Where equity instruments are granted to persons other than employees, the income statement is charged with the fair value of goods
and services received.
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4. Critical accounting judgements and sources of estimation uncertainty
In applying the Group’s accounting policies, which are described in note 3, the Directors are required to make judgements, estimates
and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and
associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ
from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the
period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the
revision affects both current and future periods.
Critical judgements in applying the Group’s accounting policies
The following are the critical judgements and estimates that the Directors have made in the process of applying the Group’s accounting
policies and that have the most significant effect on the amounts recognised in the financial statements.
Judgements
i) Internally generated intangible assets research and development expenditure (“R&D”)
Critical judgements are required in determining whether development expenditure meets the criteria for capitalisation of such costs as
laid out in IAS 38, “Intangible Assets,” in particular whether any future economic benefit will be derived from the costs and flow to the
Group. The Directors believe that the criteria for capitalisation as set out in IAS 38, paragraph 57, for specific projects were met during the
year and accordingly all amounts in relation to the development phase of those projects have been capitalised as an intangible asset. All
other expenditure on R&D projects has been recognised within R&D expenses in the income statement during the year.
Estimates
Key sources of estimation uncertainty
i) Inventory
The Group holds inventory across a number of locations for the purposes of fulfilling sales orders and contractual obligations. Additionally,
certain components of inventory are held for use within research and development. Net inventory at 31 December 2024 was £99.5 million
(2023: £101.5 million). In line with the requirements of IAS 2, “Inventories”, inventory is stated at the lower of cost and net realisable value.
Management is required to make a number of estimates around the net realisable value of inventory, which represents the estimated
selling price less all estimated costs of completion. In cases where the net realisable value is below cost, management records a provision
such that inventory is held at the lower of cost and net realisable value. Consideration is made of the technical properties of the inventory
and its effect on net realisable value.
To estimate the inventory provision, management uses inputs based on the location and status of inventory held by the Group. This
includes the intended use of the inventory, including whether it is expected to be sold or used for research and development purposes.
Management makes assumptions around the net realisable value of each category of inventory. These estimates are then applied to the
inventory balance, based on its cost, location and intended use, to record a provision in cases where the net realisable value is below cost.
If the provisioning estimate had decreased by 6%, then the net realisable value of inventory would have increased by £3.0 million and the
revised inventory value would have been £102.4 million (31 December 2023: £2.7 million and £104.3 million respectively). If the
provisioning against inventory had increased by a further 3%, then the net realisable value of inventory would have decreased by £3.2
million and the revised inventory value would have been £96.3 million (31 December 2023: £3.4 million and £98.1 million respectively).
ii) Share-based payments
Details of the share‑based payment schemes operated by the Group are disclosed in note 26. In June 2021, awards were granted to the
Executive Directors of the Company under the Oxford Nanopore Technologies Limited Long‑Term Incentive Plan 2021 (“Founder LTIP”).
Half of the awards are subject to a non‑market revenue performance condition which drives number of awards expected to vest
depending on when certain revenue targets are met. At each reporting date, management makes an estimate as to the extent to which
the revenue condition is expected to be achieved by the end of each future reporting period. This is driven by revenue forecasts. Whilst
management may make an appropriate estimate of the annual revenue target on grant date, this estimate might change in future periods.
If actual sales were 10% less than forecast by the end of the vesting period, the Group recognised total expenses of £6.0 million relating to
equity settled share‑based payment transactions would decrease by £6.4 million and become a credit of £0.4 million. If actual sales were
10% more than forecast by the end of the vesting period, the Group recognised total expenses of £6.0 million relating to equity settled
share‑based payment transactions would increase by £2.6 million.
In addition, the Founder LTIP awards in issue give rise to an associated employer’s social security liability. Management updates the
estimate for this liability at each reporting period with reference to both the expected number of awards vesting and their expected value,
using the share price at the period end date.
Half of the Founder LTIP awards are linked to a share price condition, which is a market‑based performance condition incorporated into
the fair value calculation and to which no subsequent adjustments can be made from a share‑based payment charge perspective.
However, management has estimated the proportion likely to vest for the purposes of assessing the employer’s social security
contributions to accrue at each period end using a Monte Carlo simulation model which calculates the average expected vesting based on
a large number of randomly generated projections of the Company’s future share price. At 31 December 2024, the proportion expected to
Notes for the Consolidated Financial Statements continued
Oxford Nanopore Technologies Annual Report & Accounts 2024166
Other sources of estimation uncertainty
iii) Internally generated intangible assets research and development expenditure
Management does not have a formal timesheet process for monitoring time spent by employees on projects in their development stage.
Instead, management consults with the relevant project leaders on a regular basis to understand and estimate the time spent on projects
in their development stage. When a percentage allocation has been agreed, in line with the estimation process described below, this is
then applied to other, non‑employee related development costs to ensure that costs are consistently and appropriately capitalised.
The net book value of internally generated capitalised assets at 31 December 2024 was £41.8 million (2023: £30.8 million).
Development costs capitalised in 2024 amounted to £34.7 million (2023: £19.5 million). If the estimated time spent on these projects had varied
by up to 5% then the development costs capitalised in 2024 would have been in the range of £33.0 million to £36.4 million (2023: £18.5
million to £20.5 million).
iv) Non-standard customer contracts
As stated in the revenue recognition accounting policy in note 3, revenue contracts for the sale of bundled goods and services require the allocation
of the total contract price to individual performance obligations based on their stand‑alone selling prices. The Group occasionally enters
into larger bespoke contracts which might include a clause linked to the performance of the products and options on the total units of
certain consumables to be purchased under the contract. This requires management to estimate the number of items likely to be delivered
5. Revenue
The Group derives revenue from the transfer of goods and services over time and at a point in time in the following geographical regions
and categories:
2024 £000 | 2023 £000 | |
Geographical region | ||
| AMR | 63,143 | 61,542 |
| EMEAI | 79,608 | 74,037 |
| APAC | 40,440 | 34,089 |
| Total revenue | 183,191 | 169,668 |
2024 £000 | 2023 £000 | |
Category | ||
| Sale of goods | 154,095 | 141,907 |
| Rendering of services | 18,981 | 17,445 |
| Lease income | 10,115 | 10,316 |
| Total revenue | 183,191 | 169,668 |
2024 £000 | 2023 £000 | |
Timing of revenue recognition | ||
| At a point in time | 155,687 | 141,907 |
| Over time | 27,504 | 27,761 |
| Total revenue | 183,191 | 169,668 |
Notes 19 and 22 disclose assets and liabilities the Group has recognised in relation to contracts with customers.
Revenue recognised in relation to contract liabilities:
2024 £000 | 2023 £000 | |
| Revenue recognised that was included in the contract liability balance at the beginning of the year | 12,849 | 15,848 |
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6. Segment information
The Group’s senior management team is considered to be the chief operating decision maker (“CODM”) for the purposes of resource
allocation and assessment of segment performance, as defined under IFRS 8, “Operating Segments”. The CODM considers that the only
Group reportable segment is revenue generation from providing products and services for research use, including research and
development expenditure and corporate expenditure. The previously-reported “COVID Testing” segment was insignificant in both the
current and prior year.
There were no individual customers representing more than 10% of the Group’s total revenue in either the current or prior year.
Geographical regions
Revenue by geographical region is shown in note 5. The Group’s non-current assets by geographical location, excluding other financial
assets and deferred tax assets, are detailed below:
2024 £000 | 2023 £000 | |
| AMR | 15,733 | 13,130 |
| EMEAI | 126,963 | 101,883 |
| APAC | 2,309 | 1,055 |
| 145,005 | 116,068 |
Some countries are individually significant to the Group. These are detailed below. Revenue and non-current assets in all other countries
were below 5% of the total in both of the two years.
| Revenue | Non-current assets | |||
2024 £000 | 2023 £000 | 2024 £000 | 2023 £000 | |
| UK | 21,126 | 18,340 | 125,771 | 101,411 |
| USA | 56,162 | 54,009 | 15,733 | 13,130 |
| China | 16,042 | 15,334 | ||
| Germany | 11,010 | 8,424 | ||
| UAE | 3,152 | 13,256 | ||
| Rest of World | 75,699 | 60,305 | 3,501 | 1,527 |
| 183,191 | 169,668 | 145,005 | 116,0 68 | |
7. Loss before tax
2024 £000 | 2023 £000 | |
This is after charging/(crediting): | ||
| Amortisation of intangible assets | 23,955 | 18,491 |
| Depreciation of property, plant and equipment | 13,449 | 18,105 |
| Depreciation of right‑of‑use assets | 5,880 | 5,031 |
| Loss on disposal of property, plant and equipment | 7,513 | 3,663 |
| Cost of inventory | 61,286 | 49,162 |
| Write‑down of inventory | 805 | 9,839 |
| Short‑term lease costs | 971 | 928 |
| Impairment/(write‑back) of investment in associate | 724 | (144) |
| Net foreign exchange gain | (504) | (1,385) |
Notes for the Consolidated Financial Statements continued
Oxford Nanopore Technologies Annual Report & Accounts 2024168
8. Loss per share
2024 Pence | 2023 Pence | |
Basic and diluted loss per share | ||
Total basic and diluted loss per share attributable to the ordinary equity holders of the Group from continuing operations | (16) | (19) |
2024 £000 | 2023 £000 | |
Reconciliation of earnings used in calculating earnings per share | ||
Loss attributable to the ordinary equity holders of the Group used in calculating basic and diluted loss per share from continuing operations | (146,188) | (154,507) |
2024 Number | 2023 Number | |
Weighted average number of shares used as the denominator | ||
Weighted average number of ordinary shares and potential ordinary shares used as the denominator in calculating basic and diluted earnings per share | 897,796,423 | 833,960,358 |
Options
Options granted to employees under the Oxford Nanopore Technologies Share Option Scheme and the Oxford Nanopore Technologies
Limited Share Option Plan 2018 are considered to be potential ordinary shares. These options have not been included in the determination
of the basic and diluted loss per share as shown above, because they are anti‑dilutive for the years ended 31 December 2024 and 31 December
9. Auditor’s remuneration
During the year, the Group obtained the following services from its auditors:
2024 £000 | 2023 £000 | |
| Audit of parent company and consolidated financial statements | 485 | 500 |
| Audit of the Company’s subsidiaries | 79 | 70 |
| Assurance‑related non‑audit services | 83 | 90 |
| 647 | 660 |
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10. Staff costs
Employee benefit expenses (including directors) comprise:
2024 £000 | 2023 £000 | |
| Wages and salaries | 124,388 | 99,111 |
| Social security costs | 12,981 | 10,361 |
| Pension costs | 4,911 | 4,113 |
| Share‑based payment expenses | 5,893 | 35,076 |
| Social security credits (share awards) | (1,972) | (168) |
| Other staff costs | 4,643 | 3,032 |
| 150,844 | 151,525 |
Directors and key management personnel
Directors and key management personnel are those persons having authority and responsibility for planning, directing and controlling the
activities of the Group, including the Directors of the Company listed in the section of the annual report labelled Board of Directors.
Director and key management personnel compensation was as follows:
2024 £000 | 2023 £000 | |
| Salaries, bonuses and benefits in kind | 8,416 | 6,367 |
| Amounts paid as directors’ fees | 792 | 735 |
| Share‑based payment expenses | 555 | – |
| 9,763 | 7,102 |
The share‑based payment charge generally comprises the value of awards that have vested relating to the Share Price Performance
Condition and the Revenue Condition awards. The value for 2024 actually relates to awards due to vest in 2025, included because the
performance conditions were already met by the end of 2024.
Further information on the remuneration of the Directors is given in the sections of the annual report on remuneration labelled as audited
in the Directors’ Remuneration Report.
Employee numbers
The monthly average number of employees was as follows:
2024 Number | 2023 Number | |
| Research and development | 512 | 464 |
| Production | 158 | 156 |
| Sales, general and administration | 645 | 513 |
| 1,133 |
Notes for the Consolidated Financial Statements continued
Oxford Nanopore Technologies Annual Report & Accounts 2024170
11. Finance income and expense
2024 £000 | 2023 £000 | |
Finance income | ||
| Bank interest | 9,360 | 11,533 |
| Interest on treasury deposits | – | 2,047 |
| Interest on investment bonds | 5,481 | 5,273 |
| Total finance income | 14,841 | 18,853 |
Finance expense | ||
| Bank interest | (3) | (1) |
| Interest on leases | (3,562) | (2,205) |
| Total finance expense | (3,565) | (2,206) |
| Net finance income recognised in profit or loss | 11,276 | 16,647 |
12. Other gains and losses
2024 £000 | 2023 £000 | |
| Gain on investment bonds | 1,989 | 153 |
| (Loss)/gain on derivative financial instruments | (151) | 2,125 |
| 1,838 | 2,278 |
2024 £000 | 2023 £000 | |
| Unrealised fair‑value gains on investment bonds | 4,577 | 4,177 |
| Reclassification to profit or loss on disposal of investment bonds | (1,989) | (153) |
| Fair value movements on investment bonds (included in other comprehensive income) | 2,588 | 4,024 |
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13. Taxation
i) Income tax recognised in statement of comprehensive income
Income tax recognised in profit and loss
2024 £000 | 2023 £000 | |
Current tax | ||
| Notional tax on R&D expenditure credit | 3,343 | 2,446 |
| Prior year adjustment in respect of notional tax on R&D expenditure credit | 117 | (48) |
| Prior year adjustment in respect of current tax | 196 | (822) |
| Tax payable on foreign subsidiaries | 331 | 2,949 |
| Total current tax | 3,987 | 4,525 |
Deferred tax | ||
| Origination and reversal of temporary differences | 2,240 | 214 |
| Total deferred tax | 2,240 | 214 |
| Total tax | 6,227 | 4,739 |
Income tax recognised in other comprehensive income (“OCI”)
2024 £000 | 2023 £000 | |
| Deferred tax on investment bonds | 648 | 1,240 |
| Total tax | 648 | 1,240 |
Current tax balances have been calculated at the rates enacted for the period. The effective rate of Corporation Tax is -4.45% (2023: -3.16%)
of the loss before tax for the Group.
The reasons for the difference between the actual tax charge for the year and the standard rate of Corporation Tax in the United Kingdom
applied to losses for the year are as follows:
2024 £000 | 2023 £000 | |
| Loss for the year | (146,188) | (154,507) |
| Income tax expense | 6,227 | 4,739 |
| Loss before income taxes | (139,961) | (149,768) |
| Tax rate in the UK for period as a percentage of losses at 25.0% (2023: 23.5%) | (34,990) | (35,196) |
| R&D incentives | 3,147 | 2,067 |
| Adjustment in respect of overseas tax rates | 124 | 410 |
| Adjustments to tax charge in respect of prior years | 295 | 133 |
| Impact of share options | (2,789) | 6,634 |
| Movement on unrecognised deferred tax | 39,380 | 29,775 |
| Other timing differences | (366) | (1,160) |
| Expenses not deductible for tax purposes | 1,426 | 2,076 |
| Total tax expense | 6,227 | 4,739 |
Notes for the Consolidated Financial Statements continued
Oxford Nanopore Technologies Annual Report & Accounts 2024172
13. Taxation continued
ii) Current tax asset
2024 £000 | 2023 £000 | |
| Corporation tax asset | 1,199 | 1,030 |
| 1,199 | 1,030 |
iii) Deferred tax balances
Deferred tax balances have been recognised at the rate expected to apply when the deferred tax attribute is forecast to be utilised based
on substantively enacted rates at the balance sheet date. The rate of UK Corporation Tax increased to 25% from 1 April 2023. Taxation for
other jurisdictions is calculated at the rates prevailing in the respective territories.
In respect of share‑based payments, to the extent that the tax deduction (or future estimated tax deduction) exceeds the amount of
the related cumulative IFRS 2 expense, the excess of the associated current or deferred tax has been recognised in equity and not in the
consolidated statement of comprehensive income. For current tax there is no impact on the charge to the consolidated statement of
comprehensive (2023: increased of £0.2 million). For deferred tax this increases the credit to the consolidated statement of comprehensive
income by less than £0.1 million (2023: increased expense of £0.3 million).
A deferred tax asset (“DTA”) of £5.5 million (2023: £7.7 million) has been recognised in relation to future share option exercises and other
timing differences in Oxford Nanopore Technologies, Inc. and other overseas subsidiaries, because it is probable that the asset will be
utilised in the foreseeable future as a result of taxable profits forecast in future years.
A deferred tax asset has been recognised in relation to the Company of £12.1 million (2023: £8.1 million), being the amount equal to the
deferred tax liability in the same entity.
Total recognised deferred tax balances for the Group are made up as follows:
Recognised deferred tax assets and liabilities
2024 £000 | 2023 £000 | |
Deferred tax assets | ||
| Provisions | 1,677 | 1,498 |
| Losses | 12,834 | 8,127 |
| Share awards (P&L) | 2,413 | 6,052 |
| Share awards (equity) | 203 | 180 |
| Other | 377 | – |
| Total recognised deferred tax assets | 17,504 | 15,857 |
| Deferred tax liabilities | ||
| Accelerated capital allowances | (2,816) | (2,276) |
| Share awards (P&L) | (258) | – |
| Investment bonds ‑ unrealised gain | (1,888) | (1,240) |
| Intangibles | (9,906) | (6,855) |
| Total recognised deferred tax liabilities | (14,868) | (10,371) |
| Net recognised deferred tax asset | 2,636 | 5,486 |
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13. Taxation continued
Reconciliation of deferred tax
2024 £000 | 2023 £000 | |
| Balance at 1 January | 5,486 | 7,681 |
| Prior year adjustments | 18 | (1,002) |
| Charge to the statement of comprehensive income | (2,905) | (449) |
| (Charge)/credit to equity | 20 | (341) |
| Foreign exchange movements | 17 | (403) |
| At 31 December | 2,636 | 5,486 |
Deferred tax assets and liabilities have been offset where the Group has a legally enforceable right to set off current tax assets against
current tax liabilities and where the deferred tax assets and the deferred tax liabilities relate to income taxes levied by the same tax
authority on the same taxable entity.
Provisions £000 | Losses £000 | Share awards (P&L) £000 | Share awards (equity) £000 | Accelerated capital allowances £000 | Investment bonds - unrealised gain £000 | Intangibles £000 | Other £000 | Total £000 | |
| Balance at 1 January 2023 | 2,487 | 5,912 | 6,360 | 543 | (1,741) | – | (5,880) | – | 7,681 |
| Credit/(charge) to income statement | (916) | 2, 211 | 5 | – | (640) | – | (975) | – | (315) |
Credit/(charge) to statement of comprehensive income | – | – | – | – | – | (1,240) | – | – | (1,240) |
| Credit/(charge) to statement of equity | – | – | – | (344) | – | – | – | – | (344) |
| Change in tax rate | 17 | 6 | 91 | 3 | (10) | – | – | – | 107 |
| Foreign exchange adjustments | (90) | (2) | (404) | (22) | 115 | – | – | – | (403) |
| Balance at 31 December 2023 | 1,498 | 8,127 | 6,052 | 180 | (2,276) | (1,240) | (6,855) | – | 5,486 |
| Credit/(charge) to income statement | 189 | 4,691 | (3,779) | – | (542) | – | (3,051) | 371 | (2 ,121) |
Credit/(charge) to statement of comprehensive income | – | – | – | – | – | (648) | – | – | (648) |
| Credit/(charge) to statement of equity | – | – | – | 24 | – | – | – | – | 24 |
| Change in tax rate | (33) | – | (139) | (4) | 55 | – | – | (2) | (123) |
| Foreign exchange adjustments | 23 | 16 | 21 | 3 | (53) | – | – | 8 | 18 |
| Balance at 31 December 2024 | 1,677 | 12,834 | 2,155 | 203 | (2,816) | (1,888) | (9,906) | 377 | 2,636 |
A DTA of £220.0 million (2023: £189.7 million) has not been recognised due to uncertainty that the asset will be utilised in the foreseeable
future due to the absence of sufficient taxable profits. This DTA relates to the UK in both years, and includes a deferred tax asset of
£191.0 million (2023: £155.0 million) in relation to UK tax losses. The losses and deductible temporary differences are expected to be
available indefinitely.
Unrecognised deferred tax assets
| 2024 | 2024 | 2023 | 2023 | |
Gross amount £000 | Tax effected £000 | Gross amount £000 | Tax effected £000 | |
| Losses | 765,151 | 191,288 | 619,990 | 154,998 |
| Provisions | 12,500 | 3,125 | 17,451 | 4,363 |
| Share awards | 22,490 | 5,622 | 71,338 | 17,83 4 |
| Share awards (equity) | 2,252 | 563 | 4,327 | 1,082 |
| Accelerated capital allowances | 45,367 | 11,342 | 27,476 | 6,869 |
| RDEC | 32,019 | 8,005 | 18,177 | 4,544 |
| Total unrecognised deferred tax assets | 879,779 | 219,945 | 758,759 | 189,690 |
Notes for the Consolidated Financial Statements continued
Oxford Nanopore Technologies Annual Report & Accounts 2024174
13. Taxation continued
iv) R&D tax credit recoverable
In the statement of comprehensive income the R&D expenditure credit (“RDEC”) is recognised in the loss before tax and a notional
tax charge is recognised in the tax expense. The net asset is recognised within current assets in the statement of financial position.
The current asset is made up as follows:
2024 £000 | 2023 £000 | |
| At 1 January | 12,819 | 9,14 8 |
| Adjustment to R&D tax credit in respect of previous years | 372 | (203) |
| Cash receipt | (4,857) | (4,088) |
| R&D tax credit for the year | 13,374 | 10,408 |
| Notional tax charge on R&D tax credit for the year | (3,343) | (2,446) |
| At 31 December | 18,365 | 12,819 |
14. Intangible assets
Capitalised development costs £000 | Patents and licences £000 | Total £000 | |
Cost | |||
| At 1 January 2023 | 57,663 | 446 | 58,109 |
| Additions | 19,522 | 1,862 | 21,384 |
| Foreign exchange movements | (22) | – | (22) |
| At 31 December 2023 | 77,163 | 2,308 | 79,471 |
| Additions | 34,693 | 239 | 34,932 |
| Foreign exchange movements | – | (77) | (77) |
| At 31 December 2024 | 111,856 | 2,470 | 114,326 |
Accumulated amortisation and impairment | |||
| At 1 January 2023 | 27,970 | 100 | 28,070 |
| Charge for the year | 18,419 | 72 | 18,491 |
| At 31 December 2023 | 46,389 | 172 | 46,561 |
| Charge for the year | 23,699 | 256 | 23,955 |
| Foreign exchange movements | – | (5) | (5) |
| At 31 December 2024 | 70,088 | 423 | 70,511 |
Net book value | |||
| At 31 December 2023 | 30,774 | 2,136 | 32,910 |
| At 31 December 2024 | 41,768 | 2,047 | 43,815 |
Development costs have been capitalised in accordance with IAS 38, “Intangible Assets” and are therefore not treated as a realised loss
until recognised as an amortisation or impairment charge in the statement of comprehensive income.
In line with IAS 36, ”Impairment of Assets”, the Directors have considered whether there are indicators, either internal or external, of
impairment. No such indicators were identified in the current or prior year; whilst the Group is loss-making overall, the contribution of
these assets is positive.
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15. Property, plant and equipment
Leasehold improvements £000 | Plant and machinery £000 | Assets under construction £000 | Assets subject to operating leases £000 | Equipment £000 | Total £000 | |
Cost or valuation | ||||||
| At 1 January 2023 | 10,493 | 22,597 | 2,832 | 39,845 | 16,265 | 92,032 |
| Additions | 161 | 679 | 4,828 | 25,600 | 3,583 | 34,851 |
| Disposals | – | (63) | – | (9,785) | (4) | (9,852) |
| Transfers between classes | 1,106 | 4,982 | (6,162) | – | 74 | – |
| Foreign exchange movements | (27) | (26) | – | (902) | (88) | (1,043) |
| At 31 December 2023 | 11,733 | 28,169 | 1,498 | 54,758 | 19,830 | 115,988 |
| Additions | – | 104 | 13,738 | 20,566 | 2,801 | 37,209 |
| Disposals | – | – | – | (13,615) | – | (13,615) |
| Transfers between classes | 430 | 3,641 | (4,715) | – | 644 | – |
| Foreign exchange movements | 4 | 1 | 2 | 353 | 31 | 391 |
| At 31 December 2024 | 12,167 | 31,915 | 10,523 | 62,062 | 23,306 | 139,973 |
Accumulated depreciation and impairment | ||||||
| At 1 January 2023 | 4,608 | 14,314 | – | 23,504 | 12,312 | 54,738 |
| Charge for the year | 1,609 | 3,477 | – | 10,213 | 2,806 | 18,105 |
| Disposals | – | (63) | – | (6,122) | (4) | (6,189) |
| Foreign exchange movements | (8) | (22) | – | (462) | (64) | (556) |
| At 31 December 2023 | 6,209 | 17,706 | – | 27,133 | 15,050 | 66,098 |
| Charge for the year | 1,381 | 3,002 | – | 6,210 | 2,856 | 13,449 |
| Disposals | – | – | – | (6,103) | – | (6,103) |
| Foreign exchange movements | 5 | 4 | – | 165 | 24 | 198 |
| At 31 December 2024 | 7,595 | 20,712 | – | 27,405 | 17,930 | 73,642 |
Net book value | ||||||
| At 31 December 2023 | 5,524 | 10,463 | 1,498 | 27,625 | 4,780 | 49,890 |
| At 31 December 2024 | 4,572 | 11,203 | 10,523 | 34,657 | 5,376 | 66,331 |
The Group leases some of its devices to customers. Lease payments in relation to these devices are received in full either in advance or on
shipping of the device, meaning that there are no undiscounted future lease payments expected to be received on these devices. On
return of these items, in certain cases management makes the decision to dispose of these items for nil consideration. This represents a
Notes for the Consolidated Financial Statements continued
Oxford Nanopore Technologies Annual Report & Accounts 2024176
16. Right-of-use assets
Total £000 | |
Cost | |
| At 1 January 2023 | 35,419 |
| Additions | 12,024 |
| Disposals | (1,336) |
| Foreign exchange movements | (332) |
| At 31 December 2023 | 45,775 |
| Additions | 8,596 |
| Disposals | (2,456) |
| Foreign exchange movements | 84 |
| At 31 December 2024 | 51,999 |
Accumulated depreciation | |
| At 1 January 2023 | 9,513 |
| Charge for the year | 5,031 |
| Disposals | (1,142) |
| Foreign exchange movements | (153) |
| At 31 December 2023 | 13,249 |
| Charge for the year | 5,880 |
| Disposals | (2,060) |
| Foreign exchange movements | 71 |
| At 31 December 2024 | 17,140 |
Net book value | |
| At 31 December 2023 | 32,526 |
| At 31 December 2024 | 34,859 |
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Oxford Nanopore TechnologiesAnnual Report & Accounts 2024 177
17. Investment in associate
The following entity has been included in the consolidated financial statements using the equity method:
| Name of associate | Principal activities | Country of incorporation | Proportion of ownership held on 31 December | |
| 2024 | 2023 | |||
| Veiovia Limited | Technology development | UK | 26% | 26% |
The carrying value is calculated as follows:
2024 £000 | 2023 £000 | |
| Investment cost | 4,548 | 4,548 |
| Share of loss | (548) | (530) |
| Impairment | (4,000) | (3,276) |
| Carrying value of the interest in the associate | – | 742 |
Reconciliation of investment in associate
2024 £000 | 2023 £000 | |
| At 1 January | 742 | 826 |
| Share of loss | (18) | (228) |
| (Increase)/decrease in impairment of investment | (724) | 144 |
| At 31 December | – | 742 |
The associate is accounted for using the equity method in these consolidated financial statements as set out in the Group’s accounting
policies in note 3. It is held directly by the Company.
i) Pursuant to a shareholder agreement, the Company has the right to cast 24.9% of the votes of Veiovia Limited.
ii) The Company holds more than 20% of the equity shares of Veiovia Limited, and exercises significant influence by virtue of its voting
rights and contractual right to appoint one director to the board of directors of that entity.
For the purposes of applying the equity method of accounting, the financial statements of Veiovia Limited for September 2024 have been used.
The Company’s share of the net asset value of the investment is significantly below the investment amount. Management has therefore
recorded a full impairment of the investment in the year.
Notes for the Consolidated Financial Statements continued
Oxford Nanopore Technologies Annual Report & Accounts 2024178
18. Inventory
2024 £000 | 2023 £000 | |
| Raw materials | 37,631 | 50,888 |
| Work in progress | 45,637 | 39,154 |
| Finished goods | 16,185 | 11,506 |
| 99,453 | 101,548 |
The carrying amount of inventory was not materially different from its replacement cost.
The cost of inventory recognised as an expense includes £0.8 million (2023: £9.8 million) in respect of write-downs of inventory to net
realisable value. There were no reversals of write-downs in either year.
19. Trade and other receivables
2024 £000 | 2023 £000 | |
| Trade receivables | 37,255 | 33,626 |
| Contract assets | 282 | 204 |
| Accrued income and other debtors | 6,429 | 7,750 |
| Accrued interest | 597 | 746 |
| Other taxes | 5,223 | 6,351 |
| Prepayments | 12,922 | 12,798 |
| 62,708 | 61,475 |
Contract assets relate to the Group’s rights to consideration for goods and services provided but not billed at the reporting date for goods
and services provided. They are transferred to receivables when the rights become unconditional. This usually occurs when an invoice is
issued to the customer. Certain items within accrued income could also be considered as contract assets.
The ageing of trade receivables and the loss allowance calculated using the Group’s provision matrix was as follows:
Not past due £000 | 30–60 days £000 | 61–90 days £000 | 91+ days £000 | Total £000 | |
| Gross receivable | 30,237 | 2,772 | 1,848 | 4,478 | 39,335 |
| Loss allowance | (397) | (141) | (125) | (1,417) | (2,080) |
| Trade receivables at 31 December 2024 | 29,840 | 2,631 | 1,723 | 3,061 | 37,255 |
| Gross receivable | 28,495 | 2,238 | 1,036 | 2,804 | 34,573 |
| Loss allowance | (227) | (87) | (55) | (578) | (947) |
| Trade receivables at 31 December 2023 | 28,268 | 2,151 | 981 | 2,226 | 33,626 |
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Oxford Nanopore TechnologiesAnnual Report & Accounts 2024 179
19. Trade and other receivables continued
The following table shows the movement in lifetime Expected Credit Loss that has been recognised for trade receivables in accordance
with the simplified approach set out in IFRS 9:
£000 | |
| At 1 January 2023 | 2,614 |
| Net charges and releases to statement of comprehensive income | (1,425) |
| Foreign exchange movement | (242) |
| At 31 December 2023 | 947 |
| Net charges and releases to statement of comprehensive income | 1,132 |
| Foreign exchange movement | 1 |
| At 31 December 2024 | 2,080 |
20. Other financial assets
2024 £000 | 2023 £000 | |
| Investment bonds | 211,838 | 256,534 |
| Other financial assets | 1,329 | 1,305 |
| 213,167 | 257, 839 |
These items were analysed as follows:
2024 £000 | 2023 £000 | |
| Current | 138,853 | 49,514 |
| Non-current | 74,314 | 208,325 |
| 213,167 | 257, 839 |
Investment bonds are classified as financial assets at fair value through other comprehensive income (“FVOCI”).
21. Derivative financial assets and liabilities
2024 £000 | 2023 £000 | |
Derivative financial assets | ||
| Foreign currency forward contracts | – | 261 |
Derivative financial liabilities | ||
| Foreign currency forward contracts | (10) | – |
Notes for the Consolidated Financial Statements continued
Oxford Nanopore Technologies Annual Report & Accounts 2024180
22. Trade and other payables
2024 £000 | 2023 £000 | |
| Trade payables | 31,300 | 25,184 |
| Share-based payments | 169 | 504 |
| Payroll taxation and social security | 4,474 | 4,507 |
| Accruals | 45,707 | 33,096 |
| Contract liabilities | 20,666 | 15,156 |
| 102,316 | 78,447 |
Trade payables and accruals principally comprise amounts outstanding for trade purchases and ongoing costs. The average credit period taken for
trade purchases by the Group is 54 days (2023: 50 days).
The Group has financial risk management policies in place to ensure that all payables are paid within the pre-agreed credit terms.
The Directors consider that the carrying amount of trade payables approximates their fair value.
Contract liabilities primarily relate to performance obligations on customer contracts which were not satisfied at 31 December. In 2024 they
increased by £5.5 million (2023: decrease of £5.1 million). Management expects that most of the transaction price allocated to unsatisfied
23. Provisions
Dilapidation provisions £000 | Employer taxes £000 | Other £000 | Total provisions £000 | |
| At 31 December 2023 | 2,384 | 9,913 | 671 | 12,968 |
| Movement in provision | 56 | (1,973) | 854 | (1,063) |
| Payments | – | (3,275) | (1,381) | (4,656) |
| Foreign exchange movements | 4 | 1 | (9) | (4) |
| At 31 December 2024 | 2,444 | 4,666 | 135 | 7,245 |
| Current | – | 3,671 | 135 | 3,806 |
| Non-current | 2,444 | 995 | – | 3,439 |
| At 31 December 2024 | 2,444 | 4,666 | 135 | 7,245 |
| Current | – | 5,759 | 671 | 6,430 |
| Non-current | 2,384 | 4,154 | – | 6,538 |
| At 31 December 2023 | 2,384 | 9,913 | 671 | 12,968 |
The dilapidation provisions relate to leased properties, representing an obligation to restore the premises to their original condition at the
time the Group vacates them. The provision is non-current and expected to be utilised in less than 30 years.
Employer taxes relate to the expected employer social security taxes on share-based payments. This is expected to be utilised in between
one and ten years. The provision is based on the best estimate of the liability, which is reviewed and updated at each reporting period. The
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Oxford Nanopore TechnologiesAnnual Report & Accounts 2024 181
24. Lease liabilities
2024 £000 | 2023 £000 | |
| Current | 5,358 | 4,322 |
| Non‑current | 40,606 | 37,333 |
| Lease liabilities included in the statement of financial position | 45,964 | 41,655 |
2024 £000 | 2023 £000 | |
Maturity analysis ‑ contractual undiscounted cash flows | ||
| Up to one year | 8,314 | 6,865 |
| Two to five years | 33,065 | 28,057 |
| Greater than five years | 20,536 | 21,358 |
| Total undiscounted lease liabilities at 31 December | 61,915 | 56,280 |
Information on the associated right-of-use assets is included in note 16.
25. Share capital and share premium
Share capital comprised the following:
Nominal value | Number of shares issued | Aggregate nominal value £ | |
At 31 December 2024 | |||
Share class | |||
| Ordinary Shares (issued and fully paid) | £0.0001 | 955,039,240 | 95,504 |
Nominal value | Number of shares issued | Aggregate nominal value £ | |
At 31 December 2023 | |||
Share class | |||
| Ordinary Shares (issued and fully paid) | £0.0001 | 859,224,047 | 85,922 |
| Issued Class A Limited Anti-takeover share of £1 | £1 | 1 | 1 |
| Issued Class B Limited Anti-takeover share of £1 | £1 | 1 | 1 |
| Issued Class C Limited Anti-takeover share of £1 | £1 | 1 | 1 |
85,925 |
In October 2024, the specific rights accruing to the three £1 anti-takeover shares expired, and they were subsequently cancelled.
All issued shares are fully paid and there are no shares authorised but not in issue.
In the course of the year, 29,148,526 ordinary shares (2023: 4,628,212) were issued in respect of employee share schemes. This resulted
in an increase in the share premium reserve of £3.2 million (2023: £2.5 million).
In July 2024, the Company issued 66,666,667 ordinary shares in a share placing. 41,666,667 of these were subscribed to by Novo Holdings
A/S, while 25,000,000 were placed with a number of institutions. The transaction resulted in a net increase in the share premium reserve
of £77.7 million.
During the year, other movements resulted in an increase in share premium of £0.2 million.
Notes for the Consolidated Financial Statements continued
Oxford Nanopore Technologies Annual Report & Accounts 2024182
26. Share‑based payment reserve
2024 £000 | 2023 £000 | |
| At 1 January | 203,099 | 168,200 |
| Equity settled share-based payment transactions | 6,029 | 34,995 |
| Tax in relation to share-based payment transactions | 21 | (96) |
| At 31 December | 209,149 | 203,099 |
Share‑based payment transactions
2024 £000 | 2023 £000 | |
Expense arising from share‑based payment transactions: | ||
| Included in research & development expenses | 4,633 | 5,897 |
| Included in selling, general & administrative expenses | 1,259 | 29,179 |
| 5,892 | 35,076 | |
| Equity settled share-based payment transactions | 6,029 | 34,995 |
| Cash settled share-based payment transactions | (137) | 81 |
| 5,892 | 35,076 |
The Group operates a number of share schemes. Awards are normally granted to employees to acquire shares but in some circumstances
may be settled in cash. The schemes are listed here; the first four are the most significant and further details on those are given below.
| • | Oxford Nanopore Technologies Limited Share Option Plan |
| • | Oxford Nanopore Technologies Limited Share Option Plan 2018 |
| • | Oxford Nanopore Technologies Limited Long-Term Incentive Plan 2021 (“Founder LTIP”) |
| • | Oxford Nanopore Technologies plc Long-Term Incentive Plan 2021 (“plc LTIP”) |
| • | Oxford Nanopore Technologies Deferred Bonus Plan 2021 |
| • | Oxford Nanopore Technologies Share Incentive Plan 2021 |
| • | Oxford Nanopore Technologies 2021 Employee Stock Purchase Plan |
Share option plans
Share options were awarded under two equity-settled share-based remuneration schemes, both of which were closed to new members
following the Company’s admission to the London Stock Exchange in 2021. All unexercised awards will have expired by 2031.
All employees were eligible to be awarded approved share options, with the exception of employees in some foreign subsidiaries.
These employees were instead eligible to be remunerated under a local phantom bonus scheme. Awards granted to participants were
subject to either service conditions or both service and market performance conditions. Options were not normally able to be exercised before
the third anniversary of the date of grant.
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Oxford Nanopore TechnologiesAnnual Report & Accounts 2024 183
26. Share‑based payment reserve continued
The movement in share options outstanding is summarised in the following table:
| 2024 | 2023 | |||
Number of share options | Weighted average exercise price (pence) | Number of share options | Weighted average exercise price (pence) | |
| At 1 January | 47,029,817 | 190 | 50,839,486 | 181 |
| Forfeited | (4,522,332) | 241 | (283,700) | 176 |
| Exercised | (3,361,043) | 85 | (3,525,969) | 60 |
| Outstanding at 31 December | 39,146,442 | 193 | 47,029,817 | 190 |
| Exercisable at 31 December | 39,146,4 42 | 193 | 43,794,843 | 182 |
Share options outstanding at the end of the year have the following expiry and exercise prices:
| Grant year | Expiry year | Exercise price (pence) | 2024 Number | 2023 Number | |
| Oxford Nanopore Technologies Limited Share Option Plan | 2008–2018 | 2024–2028 | 73–140 | 10,224,650 | 13,700,109 |
Oxford Nanopore Technologies Limited Share Option Plan 2018 | 2019–2021 | 2029–2031 | 104–350 | 28,921,792 | 33,329,708 |
| 39,146,4 42 | 47,029,817 |
The weighted average share price at the date of exercise for share options exercised during the year was £1.21 (2023: £2.28). The options outstanding
at 31 December 2024 had a weighted average exercise price of £1.93 (2023: £1.90), and a weighted average remaining contractual life of
Valuation models
There were no options granted during the current or prior years. The fair value of share options granted during the prior year was
determined using the Monte Carlo Simulation model and Black Scholes model dependent on the performance vesting conditions.
Black Scholes: The following assumptions were used in the Black Scholes model in calculating the fair values of the options granted:
| Range of share prices | £2.65–£3.50 |
| Range of exercise prices | £2.12–£3.50 |
| Expected volatility range | 47%–50% |
| Expected life | 6.5 years |
| Risk-free rate range | 0% - 0.4% |
| Expected dividend yields | Nil |
The volatility assumption has been derived as the median volatility over a five-year period of a bespoke comparator group. For options
granted during 2021, the expected life of six and a half years assumes exercise will occur halfway through the total exercisable period, being the
midpoint of years three and ten. The risk-free interest rate used reflects the UK Government five-year Gilt rate as reported by the Bank of
England.
The weighted average fair value of options granted during the year determined using the Black Scholes model at the grant date was £nil
(2023: £nil) per option.
Notes for the Consolidated Financial Statements continued
Oxford Nanopore Technologies Annual Report & Accounts 2024184
26. Share‑based payment reserve continued
Monte Carlo Simulations The inputs into the Monte Carlo Simulation model for options issued were as follows:
| Weighted average share price | £2.65 |
| Weighted average exercise price | £2.12 |
| Expected volatility | 48% |
| Expected life | 2.5 years |
| Risk-free rate | 0% |
| Expected dividend yields | Nil |
The Monte Carlo Simulation model has been used to value the portion of the awards which have a market performance vesting condition
(achievement of a target company valuation). The model incorporates a discount factor reflecting this performance condition into the fair
value of this portion of the award. The weighted average fair value of options granted during the year determined using the Monte Carlo
Simulation model at the grant date was £nil (2023: £nil) per option.
The volatility assumption has been derived as the median volatility over a five-year period of a bespoke comparator group. For options
granted during 2021, the expected life represents the term until expected vesting and exercise. The risk-free interest rate used reflects the
UK Government five-year Gilt rate as reported by the Bank of England.
Long term incentive plans
Founder LTIP
This was a one-off discretionary share plan, under which the Company granted awards over 6.5% of the Company’s ordinary share capital
(at the date of grant) to the Executive Directors. The Founder LTIP awards were free to the recipient. The plan was approved by the Board
on 22 June 2021. Awards were granted as conditional awards of Ordinary Shares (Conditional Awards) subject to achievement of
performance obligations tied to revenue and share price and is subject to holding periods.
There were no awards granted during the current or prior years and 15.6 million awards remained outstanding as at 31 December 2024
with a weighted average remaining contractual life of two years.
Valuation models
The inputs into the valuation models for Founder LTIP awards were as follows:
| Monte Carlo | Black Scholes | |
| Share price at grant | £3.50 | £3.50 |
| Share price | £4.50 | n/a |
| Expected volatility | 50.14% | 50.14% |
| Expected term | 2.16 years | 5 years |
| Risk-free rate | 0.4% | 0.4% |
| Expected dividend yields | Nil | Nil |
The volatility assumption has been derived as the median volatility over a five-year period of a bespoke comparator group. The risk-free interest
rate used reflects the UK Government five-year Gilt rate as reported by the Bank of England.
The weighted average fair value of Founder LTIP awards granted, determined using the Black Scholes model at the grant date,
was £3.22 per award. The weighted average fair value of Founder LTIP awards granted, determined using the Monte Carlo simulation model at
the grant date, was £2.18 per award.
plc LTIP
The plc LTIP is a share scheme designed to reward and incentivise employees by granting equity awards subject to service and, in some
cases, performance conditions. The scheme is open to all permanent employees, with awards typically granted annually and vesting over a
three-year period, with one-third of each award vesting on the first, second, and third anniversaries of the grant date.
Certain plc LTIP awards are subject to performance conditions, determined by the Remuneration Committee at the time of grant. These
performance conditions are based on Relative Total Shareholder Return (“TSR”), which compares the Company’s TSR against a
sector-specific peer group and the FTSE 350 (excluding investment trusts). The Monte Carlo simulation model has been used to
incorporate the likelihood of achieving TSR conditions. For Executive Directors, a two-year post-vesting holding period applies, which has
been incorporated into the fair value calculation using the Ghaidarov model. For plc LTIP awards subject to continued employment only,
the fair value of these awards is determined as the share price at the grant date.
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Oxford Nanopore TechnologiesAnnual Report & Accounts 2024 185
Notes for the Consolidated Financial Statements continued
26. Share‑based payment reserve continued
The following table presents the key assumptions used in the valuation for plc LTIP grants:
| 2024 | 2023 | |||
Relative TSR vs. FTSE 350 excluding investment trusts | Relative TSR vs. sector comparator group | Relative TSR vs. FTSE 350 excluding investment trusts | Relative TSR vs. sector comparator group | |
| Grant date | 11 April | 11 April | ||
| Expected life (years) | 3 | 3 | ||
| Share price at grant date | £1.09 | £2.19 | ||
| Exercise price | £nil | £nil | ||
| Dividend yield | £nil | £nil | ||
| Risk-free rate | 4.29% | 3.58% | ||
| Projection period | 2.72 years | 2.72 years | ||
| Volatility – Company | 55.7% | 73.0% | ||
| Volatility – median comparator | 31% | 78% | 33% | 73% |
| Average correlation between Company and comparators TSR | 27% | 38% | 26% | 42% |
| Ranking of Company’s TSR during averaging period within comparator group | 265th of 265 companies | 15th of 17 companies | 247th of 268 companies | 11th of 18 companies |
| Fair value per award | £0.35 | £0.63 | £1.36 | £1.65 |
For Executive Director awards subject to an additional two-year holding period post-vesting, the Ghaidarov model has been used to
determine the discount applied to these awards with the following assumptions:
| 2024 | 2023 | |
| Share price volatility | 55.7% | 73.0% |
| Holding period term | 2 years | 2 years |
| Dividend yield | 0% | 0% |
| Discount applied to fair value | 18.4% | 24.6% |
The movement in share awards outstanding is summarised in the following table:
Disclosure | 20242023 Number of share awards Weighted Average Exercise Price Number of share awards Weighted Average Exercise Price |
| Outstanding, beginning of year | 11,245,325 £0.00 4,934,159 £0.00 |
| Granted | 17,626,601 £0.00 6,871,659 £0.00 |
| Forfeited | (1,983,840) £0.00 (105,047) £0.00 |
| Vested | (1,293,403) £0.00 (455,446) £0.00 |
| Outstanding, end of year | 25,594,683 £0.00 11,245,325 £0.00 |
The weighted average share price at the date of vest for awards vesting during the year was £1.12 (2023: £2.22)
Oxford Nanopore Technologies Annual Report & Accounts 2024186
27. Notes to the cash flow statements
2024 £000 | 2023 £000 | |
| Cash and cash equivalents | 199,517 | 220,536 |
Cash and cash equivalents comprised cash held at banks. The carrying amount of this asset was approximately equal to its fair value.
2024 £000 | 2023 £000 | |
| Loss before tax | (139,961) | (149,768) |
| Depreciation on property, plant and equipment | 13,449 | 18,105 |
| Depreciation on right-of-use assets | 5,880 | 5,031 |
| Amortisation on intangible assets | 23,955 | 18,491 |
| Loss on disposal of property, plant and equipment and right-of-use assets | 7,513 | 3,854 |
| Research and development expenditure credit | (13,863) | (10,157) |
| Foreign exchange movements | (1,405) | (519) |
| Interest on leases | 3,562 | 2,205 |
| Interest income | (14,838) | (18,852) |
| Movements on investment bonds | (1,491) | 337 |
| Movements on derivatives | 271 | 836 |
| Impairment/(write-back) of investment in associate | 724 | (144) |
| Share of losses in associate | 18 | 228 |
| Employee share benefit costs including employer’s social security taxes | 3,919 | 34,908 |
| Operating cash flows before movements in working capital | (112,267) | (95,445) |
| (Increase)/decrease in receivables | (1,825) | 118 |
| Increase in inventory and assets subject to operating leases | (21,176) | (43,060) |
| Increase in payables | 21,171 | 1,502 |
| Cash used in operations | (114,097) | (136,885) |
| Research and development expenditure credit received | 4,857 | 4,088 |
| Foreign tax paid | (645) | (4,505) |
| Net cash outflow from operating activities | (109,885) | (137,302) |
The cash expense of purchases of property, plant and equipment is different from the additions figure disclosed in note 15. This is because
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Oxford Nanopore TechnologiesAnnual Report & Accounts 2024 187
27. Notes to the cash flow statements continued
Changes in liabilities arising from financing activities
The table below details change in the Group’s liabilities arising from financing activities, including both cash and non-cash changes.
Liabilities arising from financing activities are those for which cash flows were, or future cash flows will be, classified in the Group’s
consolidated cash flow statement as cash flows from financing activities.
Lease liabilities £000 | |
| At 1 January 2023 | 34,098 |
Non‑cash changes | |
| New leases | 12,024 |
| Interest | 2,205 |
| Foreign exchange movements | (176) |
Cash changes | |
| Principal repaid | (4,291) |
| Interest paid | (2,205) |
| At 31 December 2023 | 41,655 |
Non‑cash changes | |
| New leases | 8,596 |
| Lease surrendered | (395) |
| Interest and rent accrued | 3,475 |
| Foreign exchange movements | (40) |
Cash changes | |
| Principal repaid | (4,685) |
| Interest paid | (2,642) |
| At 31 December 2024 | 45,964 |
28. Financial instruments – risk management
i) Classes and categories of financial instruments and their fair values
The following table combines information about:
• classes of financial instruments based on their nature and characteristics;
• the carrying amount of financial instruments; and
• the fair value of financial instruments (except financial instruments when carrying amount approximates their fair value).
| Amortised cost £000 | FVTPL £000 | FVTOCI £000 | Total carrying value £000 | Fair value £000 | |
31 December 2024 | |||||
Financial assets | |||||
| Investment bonds | – | – | 211,838 | 211,838 | 211,838 |
| Other financial assets | – | 1,329 | – | 1,329 | 1,329 |
| Cash and cash equivalents | 199,517 | – | – | 199,517 | 199,517 |
| Trade and other receivables | 44,563 | – | – | 44,563 | 44,563 |
Financial liabilities | |||||
| Trade and other payables | (97,673) | – | – | (97,673) | (97,673) |
| Derivative financial liabilities | – | (10) | – | (10) | (10) |
Notes for the Consolidated Financial Statements continued
Oxford Nanopore Technologies Annual Report & Accounts 2024188
28. Financial instruments – risk management continued
| Amortised cost £000 | FVTPL £000 | FVTOCI £000 | Total carrying value £000 | Fair value £000 | |
31 December 2023 | |||||
Financial assets | |||||
| Investment bonds | – | – | 256,534 | 256,534 | 256,534 |
| Derivative financial assets | – | 261 | – | 261 | 261 |
| Other financial assets | – | 1,305 | – | 1,305 | 1,305 |
| Cash and cash equivalents | 220,536 | – | – | 220,536 | 220,536 |
| Trade and other receivables | 42,326 | – | – | 42,326 | 42,326 |
Financial liabilities | |||||
| Trade and other payables | (73,436) | – | – | (73,436) | (73,436) |
The methods and assumptions used in estimating the fair value of financial instruments reflected in the above table were as follows:
• investment bonds, derivative financial assets and other financial assets have been classified based on three categories depending on the
inputs used in the valuation technique — see below;
• cash and cash equivalents have a fair value equal to their carrying value; and
• trade and other receivables and payables generally have a remaining life of less than one year, so their value as recorded in the balance
sheet is considered to be a reasonable approximation of fair value.
The categories used in the valuation inputs were as follows:
• Level 1: quoted prices for identical instruments;
• Level 2: directly or indirectly observable market inputs, other than Level 1 inputs; and
Hierarchy table
| Level 1 | Level 2 | Level 3 | Total | |
| Investment bonds | 211,838 | – | – | 211,838 |
| Other financial assets | – | – | 1,329 | 1,329 |
| At 31 December 2024 | 211,838 | – | 1,329 | 213,167 |
| Level 1 | Level 2 | Level 3 | Total | |
| Investment bonds | 256,534 | – | – | 256,534 |
| Derivative financial instruments | 261 | – | – | 261 |
| Other financial assets | – | – | 1,305 | 1,305 |
| At 31 December 2023 | 256,795 | – | 1,305 | 258,100 |
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Oxford Nanopore TechnologiesAnnual Report & Accounts 2024 189
28. Financial instruments – risk management continued
Fixed forward contracts
Future cash flows are estimated based on forward exchange rates (from observable forward exchange rates at the end of the reporting
period) and contract forward rates.
One forward contract was entered into in 2024 and remained unsettled at 31 December 2024, with a settlement date of 31 March 2025.
Fixed forward contracts are included in the balance sheet as follows:
2024 £000 | 2023 £000 | |
Derivative financial assets | ||
| Foreign currency forward contracts | – | 261 |
Derivative financial liabilities | ||
| Foreign currency forward contracts | (10) | – |
ii) Financial risk management objectives and policies
Overview
The Group has exposure to liquidity, credit and market risks from its use of financial instruments. This note sets out the Group’s key
Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group’s approach to managing
liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities as they fall due, under both normal
and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s reputation. The Group has sufficient cash
to fund its operations.
At 31 December, the Group had the following maturity analysis:
2024 £000 | 2023 £000 | |
| Expiring within one year | 12,120 | 13,295 |
| Expiring after more than one year | 57,040 | 55,953 |
| 69,160 | 69,248 |
The amounts disclosed in this table are for lease liabilities and provisions, based on contractual undiscounted cash flows.
The Directors consider that except for these items, all of the Group’s financial liabilities at the year end and prior year end have maturity
dates of less than 12 months from the balance sheet date.
Management monitors rolling forecasts of the Group’s financing arrangements (comprising the liabilities above) and cash and
Notes for the Consolidated Financial Statements continued
Oxford Nanopore Technologies Annual Report & Accounts 2024190
28. Financial instruments – risk management continued
ii) Financial risk management objectives and policies continued
Credit risk
Credit risk is the risk of financial loss to the Group if a counterparty should fail. Maturities are staggered whenever possible to spread
exposure to interest rate movement. Although the Board accepts that this policy neither protects the Group from the risk of receiving
rates below the current market rates nor eliminates the cash flow risk associated with interest receipts, it considers that it achieves an
appropriate balance of exposure to these risks. Total credit risk, as analysed below, was £441 million (2023: £506 million), which is
approximately equal to the carrying value of the financial assets.
As at year end, the Group had placed £404 million (2023: £468 million) with several reputable financial institutions to minimise its credit
risk. £391 million (2023: £441 million) of this was placed at institutions with a grade of AAA, with the remainder all being placed at Grade A
or higher institutions in line with the Group’s treasury policy.
Additional credit risk exists on trade receivables, which is managed by a centralised accounts receivable process including credit checks on
initial order acceptance.
Credit approvals and other monitoring procedures are also in place to ensure that follow-up action is taken to recover overdue debts.
Furthermore, the Group reviews the recoverable amount of each trade debt and debt investment on an individual basis at the end of the
reporting period to ensure that adequate loss allowance is made for irrecoverable amounts. In this regard, the Directors consider that the
Group’s credit risk is significantly reduced and will remain at the same level for the foreseeable future. Trade receivables consist of a large
number of customers, spread across diverse geographical areas.
At 31 December 2024, an amount of £2.1 million (2023: £0.9 million) measured at an amount equal to lifetime expected credit losses was
estimated as a loss allowance in accordance with IFRS 9 (see note 19).
The credit risk on liquid funds and investment bonds is measured at an amount equal to lifetime expected credit losses. The credit risk is
considered as limited because the counterparties have high credit ratings assigned by international credit rating agencies. The Group
monitors the fair value of the assets and credit rating of the counterparties in determining whether a significant increase in credit risk
since recognition has occurred.
Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Group’s
costs or the value of its holdings in financial instruments.
Investment bonds offer fixed coupon interest rates and are subject to variations in market value arising due to movements in the
prevailing base interest rate. The Group mitigates this by holding a wide range of bonds in various jurisdictions.
Interest rate risk also arises on returns on short-term fixed interest deposits which will vary with movements in underlying bank interest rates.
Foreign currency risk
Foreign exchange risk arises because the Group from time to time enters into transactions denominated in a currency other than Pounds
Sterling. Where it is considered that the risk to the Group is significant, it will enter into a matching forward contract with a reputable bank
or hold deposits of the currency in cash.
Derivatives are only used for economic hedging purposes and not as speculative investments.
In addition, significant amounts of currency were held during the year. In the year ended 31 December 2024 approximately 26% (2023: 25%) of the
Group’s annual expenditures was denominated in US Dollars and approximately 11% (2023: 11%) of the Group’s expenditure was denominated in
Euros. A significant portion of the Group’s revenue is denominated in US Dollars.
For the first half of 2024, the Group’s Euro requirements were not covered by its currency receipts and, as a result, spot Euro purchases were
required on an ad hoc basis. These occasional Euro shortfalls were identified as part of the weekly cash forecasting. Appropriate currency cover was
obtained from a variety of FX brokers driven by pricing, selling Pounds Sterling.
Exchange rate exposures are managed within approved policy parameters. The carrying amounts of the Group’s foreign currency
denominated monetary assets and monetary liabilities at the reporting date are as follows:
| Assets | Liabilities | |||
2024 £000 | 2023 £000 | 2024 £000 | 2023 £000 | |
| Financial assets and liabilities | 83,024 | 57,841 | (36,538) | (32,367) |
Sensitivity analysis
A 5% strengthening/weakening of the US Dollar relative to Pounds Sterling at 31 December 2024 would have impacted profit or loss and
Group equity by £1.9 million (2023: £1.2 million).
The interest yield on investments in Money Markets is variable between funds. During the year ended 31 December 2024, investment was
split between ten different funds. GBP funds returned an average yield of 4.7% (2023: 4.6%). USD funds achieved 4.3%.
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Oxford Nanopore TechnologiesAnnual Report & Accounts 2024 191
28. Financial instruments – risk management continued
The Group has considered its sensitivity to interest rate fluctuations and does not believe that a change in interest rates would
have a material risk impact on the Group financial statements.
Capital management
The Group defines the capital that it manages as the Group’s total equity. The Group’s objectives when managing capital are:
• to safeguard the Group’s ability to continue as a going concern, so that it can continue to strive to provide returns to investors;
• to provide an adequate return to investors based on the level of risk undertaken;
• to have available the necessary financial resources to allow the Group to invest in areas that may deliver future benefits; and
• to maintain sufficient financial resources to mitigate against risks and unforeseen events.
The Debt to Equity ratio of the Group was 7.8% (2023: 6.5%).
Debt is defined as long and short-term borrowings (excluding derivatives and financial guarantee contracts), and in this instance
29. Related party transactions
Balances and transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated
on consolidation and are not disclosed here. See note 17 for details concerning the Company’s associate. There were no transactions between
the Group and other related parties which require disclosure.
30. Retirement benefit plan
The Group operates a defined contribution pension scheme for the benefit of its employees. Most of the employees who contribute
to the Group’s pension scheme do so via salary sacrifice.
The total expense of £5.0 million recognised in the consolidated statement of comprehensive income (2023: £3.8 million) represents
contributions payable to the scheme by the Group at rates specified in the rules of the scheme. As at 31 December 2024, contributions of £0.8
31. Commitments
2024 £000 | 2023 £000 | |
| Within one year | 4,026 | 4,530 |
| In the second to fifth years inclusive | 1,395 | 2,295 |
| 5,421 | 6,825 |
Commitments relate to collaboration agreements and other arrangements with third parties, universities and research institutions. The amounts
are not risk-adjusted or discounted.
32. Events after the reporting date
In Q1 2025, the Group announced and concluded a targeted restructuring programme aimed at resource optimisation and improving
operational effectiveness, leading to a reduction in the overall workforce of approximately 5%, alongside other cost control measures.
Management expects to take a total cash charge of approximately £6 million in 2025 in relation to redundancy payments which will be
treated as an adjusting item.
33. Controlling party
There is no ultimate controlling party of the Group. The most significant shareholders at 31 December 2024 were as follows: IP Group plc
(9%), Lawrence Investments Limited (7%), Baillie Gifford & Co. (7%), Tencent Holdings Limited (7%), bioMérieux SA (6%) and Novo Holdings
Notes for the Consolidated Financial Statements continued
Oxford Nanopore Technologies Annual Report & Accounts 2024192
34. Alternative performance measures
The Group’s performance is assessed using a number of financial measures which are not defined under IFRS and which therefore
comprise alternative (non-GAAP) performance measures. These are as follows:
• Underlying revenue growth: revenue growth excluding EGP and COVID sequencing revenue – in order to understand ongoing
performance of the core business, management considers it appropriate to exclude revenues from contracts that are not expected to
recur. We also report underlying revenue performance within each of our customer groups and product range;
• Underlying revenue growth on a constant currency basis: revenue growth excluding EGP and COVID sequencing revenue, on a
constant currency basis;
• Underlying gross margin: gross margin excluding EGP, write-off of COVID sequencing kits and legacy devices, and impact of the compute
upgrade on large PromethION devices;
• Adjusted research and development expenses: research and development expenses after adjusting for employer’s social security
taxes on pre-IPO share awards;
• Adjusted R&D expenses and capitalised development costs: adjusted research and development expenses, excluding amortisation
and adding capitalised development costs;
• Adjusted selling, general and administrative expenses: selling, general and administrative expenses after adjusting for share-based
payments expense (Founder LTIP) and employer’s social security taxes on Founder LTIP and pre-IPO share awards;
• EBITDA: loss for the year before income tax, finance income, loan interest, interest on leases, depreciation and amortisation;
• Adjusted EBITDA: EBITDA adjusted for events which are non-recurring or intermittent, which do not relate to the ongoing operational
performance that underpins long-term value generation;
• Cash, cash equivalents and other liquid investments: cash and cash equivalents comprise cash in hand and deposits held at call, plus
other short-term highly liquid investments with a maturity of three months or less at the date of acquisition; other liquid investments
comprise investment bonds in which a fixed sum is invested in an asset-backed fund.
The following table presents the adjusted underlying revenue growth:
H1 2024 £000 | H2 2024 £000 | 2024 £000 | H1 2023 £000 | H2 2023 £000 | 2023 £000 | |
| Revenue | 84,082 | 99,109 | 183,191 | 86,002 | 83,666 | 169,668 |
Adjusting items: | ||||||
| EGP revenue | (304) | (1,474) | (1,778) | (4,911) | (7,0 45) | (11,956) |
| COVID sequencing revenue | (1,163) | (1,016) | (2,179) | (5,454) | (2,512) | (7,966) |
| Underlying revenue | 82,615 | 96,619 | 179,234 | 75,637 | 74,109 | 149,746 |
| Underlying growth | 9.2% | 30.4% | 19.7% | 53.1% | 27.5% | 39.3% |
| Impact of foreign exchange | 2,416 | 2,913 | 5,329 | (3,371) | 3,231 | (140) |
| Underlying revenue on a constant currency basis | 85,031 | 99,532 | 184,563 | 72,265 | 77,341 | 149,606 |
| Underlying growth on a constant currency basis | 12.4% | 34.3% | 23.3% | 46.3% | 33.0% | 39.1% |
The following table presents the adjusted underlying gross margin:
| 2024 | 2023 | |
| Gross margin | 57.5% | 53.3% |
Adjusting Items: | ||
| EGP contract | – | 2.3% |
| Write-off of COVID sequencing kits and legacy devices | – | 2.3% |
| Impact of compute upgrade on large PromethION devices | – | 0.9% |
| Underlying gross margin | 57. 5% | 58.8% |
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Oxford Nanopore TechnologiesAnnual Report & Accounts 2024 193
34. Alternative performance measures continued
The following table presents the adjusted research and development expenses:
2024 £000 | 2023 £000 | |
| Research and development expenses | 98,921 | 103,842 |
Adjusting Items: | ||
| Employer’s social security taxes on Founder LTIP and pre-IPO share awards | 455 | 604 |
| Adjusted research and development expenses | 99,376 | 104,446 |
| Amortisation of capitalised development costs | (23,699) | (18,419) |
| Capitalised development costs | 34,693 | 19,522 |
| Adjusted R&D expenses and capitalised development costs | 110,370 | 105,549 |
The following table presents the adjusted selling, general and administrative expenses:
2024 £000 | 2023 £000 | |
| Selling, general and administrative expenses | 158,807 | 155,248 |
Adjusting Items: | ||
| Share-based payment expense on Founder LTIP | 6,146 | (20,886) |
| Employer’s social security taxes on Founder LTIP and pre-IPO share awards | 2,275 | 285 |
| Adjusted selling, general and administrative expenses | 167,228 | 134,647 |
The following table presents the Group’s EBITDA and Adjusted EBITDA, together with a reconciliation to loss for the year:
H1 2024 £000 | H2 2024 £000 | 2024 £000 | H1 2023 £000 | H2 2023 £000 | 2023 £000 | |
| Loss for the period | (74,652) | (71,536) | (146,188) | (70,099) | (84,408) | (154,507) |
| Taxation | 3,296 | 2,931 | 6,227 | 3,540 | 1,199 | 4,739 |
| Finance income | (7,666) | ( 7,175) | (14,841) | (7,239) | (11,614) | (18,853) |
| Interest expense | – | 3 | 3 | – | 1 | 1 |
| Interest on lease | 1,948 | 1,614 | 3,562 | 1,069 | 1,136 | 2,205 |
| Depreciation and amortisation | 19,782 | 23,502 | 43,284 | 19,869 | 21,758 | 41,627 |
| EBITDA | (57,292) | (50,661) | (107,953) | (52,860) | (71,928) | (124,788) |
| Share-based payments (Founder LTIP) | 1,037 | (7,183) | (6,146) | 14,908 | 5,978 | 20,886 |
Employer’s social security credit on Founder LTIP and pre-IPO share-based awards | (5,507) | 2,777 | (2,730) | (1,277) | 389 | (888) |
| Impairment in/(write-back of) investment in associate | 145 | 579 | 724 | (144) | – | (144) |
| Adjusted EBITDA | (61,617) | (54,488) | (116,105) | (39,373) | (65,561) | (104,934) |
The following table presents cash, cash equivalents and other liquid investments:
2024 £000 | 2023 £000 | |
| Cash and cash equivalents | 199,517 | 220,536 |
| Investment bonds | 211,838 | 256,534 |
| Less: fair value movements on investment bonds | (7, 548) | (4,960) |
| Cash, cash equivalents and other liquid investments | 403,807 | 472,110 |
Notes for the Consolidated Financial Statements continued
Oxford Nanopore Technologies Annual Report & Accounts 2024194
Note
2024
£000
2023
£000
Assets
Non‑current assets
Property, plant and equipment 4 50,102 39,056
Intangible assets 3 42,739 31,878
Right‑of‑use assets 5 32,679 29,571
Investments in subsidiaries 6 5,045 4,904
Investment in associate 7 – 742
Other financial assets 10 72,985 208,325
203,550 314,476
Current assets
Inventory 8 97,924 98,743
Trade and other receivables 9 68,627 68,145
R&D tax credit recoverable 11 18,365 12,819
Other financial assets 10 138,853 48,209
Derivative financial assets 12 – 261
Cash and cash equivalents 18 191,712 215,587
515,481 443,764
Total assets 719,031 758,240
Liabilities
Non‑current liabilities
Lease liabilities 15 39,676 35,838
Share‑based payment liabilities 17 177 141
Provisions 14 3,099 6,102
42,952 42,081
Current liabilities
Trade and other payables 13 86,061 68,428
Lease liabilities 15 4,012 2,763
Derivative financial liabilities 12 10 –
Provisions 14 3,582 5,767
93,665 76,958
Total liabilities 136,617 119,039
Net assets 582,414 639,201
Issued capital and reserves attributable to owners of the Company
Share capital 16 96 86
Share premium reserve 16 779,697 698,553
Share‑based payment reserve 17 209,149 203,099
Accumulated deficit (406,528) (262,537)
Total equity 582,414 639,201
As permitted by section 408 of the Companies Act 2006, the Company’s statement of comprehensive income has not been included in these
financial statements. The Company’s loss for the year was £145.9 million (2023: £156.1 million).
The financial statements on pages 195 to 207 were approved and authorised for issue by the Board of Directors on 18 March 2025 and were signed on
its behalf by:
G. Sanghera
Director
The notes on pages 198 to 207 form part of these financial statements.
Company Statement of Financial Position
as at 31 December 2024
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Oxford Nanopore TechnologiesAnnual Report & Accounts 2024 195
Share capital
£000
Share
premium
£000
Share‑based
payment
reserve
£000
Accumulated
deficit
£000
Total equity
£000
At 1 January 2023 83 627,557 168,200 (109,257) 686,583
Loss for the year – – – (156,064) (156,06 4)
Other comprehensive income – – – 2,784 2,784
Total comprehensive loss for the year – – – (153,280) (153,280)
Issue of share capital 3 71,562 – – 71,565
Cost of share issue – (566) – – (566)
Employee share‑based payments – – 34,995 – 34,995
Tax in relation to share‑based payments – – (96) – (96)
Total contributions by and distributions to owners 3 70,996 34,899 – 105,898
At 31 December 2023 86 698,553 203,099 (262,537) 639,201
Loss for the year – – – (145,931) (145,931)
Other comprehensive income – – – 1,940 1,940
Total comprehensive loss for the year – – – (143,991) (143,991)
Issue of share capital 10 83,466 – – 83,476
Cost of share issue – (2,322) – – (2,322)
Employee share‑based payments – – 6,029 – 6,029
Tax in relation to share‑based payments – – 21 – 21
Total contributions by and distributions to owners 10 81,144 6,050 – 87,204
At 31 December 2024 96 779,697 209,149 (406,528) 582,414
Note 16 16 17
Company Statement of Changes in Equity
as at 31 December 2024
Oxford Nanopore Technologies Annual Report & Accounts 2024196
Note
2024
£000
2023
£000
Net cash outflow from operating activities 18 (114,842) (136,398)
Investing activities
Purchase of property, plant and equipment (13,779) (5,591)
Development costs capitalised 3 (34,693) (19,522)
Purchases of IP licences – (820)
Investment in associate – (3,000)
Investment in subsidiaries – (1,236)
Interest received 9,430 13,797
Purchase of other financial assets – (150,000)
Proceeds from sale of other financial assets 54,156 104,598
Net cash outflow from investing activities 15,114 (61,774)
Financing activities
Proceeds from issue of shares 83,233 71,597
Costs of share issue (2,322) (366)
Principal elements of lease payments (2,911) (2,602)
Interest paid – (1)
Interest paid on leases (2,534) (2,070)
Net cash inflow from financing activities 75,466 66,558
Net decrease in cash and cash equivalents before foreign exchange movements (24,262) (131,614)
Effect of foreign exchange rate movements 387 (905)
Cash and cash equivalents at beginning of year 215,587 348,106
Cash and cash equivalents at end of year 18 191,712 215,587
Company Statement of Cash flows
for the year ended 31 December 2024
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Oxford Nanopore TechnologiesAnnual Report & Accounts 2024 197
1. Accounting policies
The basis of preparation, principal accounting policies adopted, key estimates and judgements are set out within the consolidated financial
statements, notes 3 and 4.
2. Staff costs
Employee benefit expenses (including directors) comprise:
2024
£000
2023
£000
Wages and salaries 78,249 66,034
Social security costs 9,051 7,4 43
Pension costs 3,457 3,006
Share‑based payment expenses 2,818 25,722
Social security credit (share awards) (1,857) (141)
Other staff costs 1,270 1,077
92,988 103,141
Directors and key management personnel
Directors and key management personnel are those persons having authority and responsibility for planning, directing and controlling
the activities of the Company, including the Directors of the Company listed in the section of the annual report labelled Board of Directors.
Director and key management personnel compensation consisted of:
2024
£000
2023
£000
Salaries, bonuses and benefits in kind 5,701 5,352
Amounts paid as directors’ fees 738 730
Share‑based payment expenses 428 –
6,867 6,082
The share-based payment charge generally comprises the value of awards that have vested relating to the Share Price Performance Condition
and the Revenue Condition awards. The value for 2024 actually relates to awards due to vest in 2025, included because the performance
conditions were already met by the end of 2024.
Further information on the remuneration of the Directors is given in the sections of the annual report on remuneration labelled as audited in
the Directors’ Remuneration Report.
Employee numbers
The monthly average number of employees was as follows:
2024
Number
2023
Number
Research & development 469 424
Production 157 155
Sales, general & administration 306 280
932 859
Notes to the Company Financial Statements
Oxford Nanopore Technologies Annual Report & Accounts 2024198
3. Intangible assets
Capitalised
development
costs
£000
Patents and
licences
£000
Total
£000
Cost
At 1 January 2023 56,701 446 57,147
Additions 19,523 820 20,343
Transfer of assets 940 – 940
At 31 December 2023 77,164 1,266 78,430
Additions 34,692 – 34,692
At 31 December 2024 111,856 1,266 113,122
Accumulated amortisation and impairment
At 1 January 2023 27,970 100 28,070
Charge for the year 18,419 63 18,482
At 31 December 2023 46,389 163 46,552
Charge for the year 23,699 132 23,831
At 31 December 2024 70,088 295 70,383
Net book value
At 31 December 2023 30,775 1,103 31,878
At 31 December 2024 41,768 971 42,739
Development costs have been capitalised in accordance with IAS 38, “Intangible Assets”, and are therefore not treated as a realised loss until
recognised as an amortisation or impairment charge in the statement of comprehensive income.
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Oxford Nanopore TechnologiesAnnual Report & Accounts 2024 199
Notes to the Company Financial Statements continued
4. Property, plant and equipment
Leasehold
improvements
£000
Plant and
machinery
£000
Assets under
construction
£000
Assets subject
to operating
leases
£000
Equipment
£000
Total
£000
Cost or valuation
At 1 January 2023 10,072 22,132 2,830 26,743 14,891 76,668
Additions 12 585 4,829 16,980 3,255 25,661
Disposals – (63) – (7,330) (4) (7,397)
Transfers between classes 1,106 4,982 (6,162) – 74 –
At 31 December 2023 11,190 27,636 1,497 36,393 18,216 94,932
Additions – 52 13,660 11,816 2,555 28,083
Disposals – – – (11,083) – (11,083)
Transfers between classes 430 3,641 (4,715) – 644 –
At 31 December 2024 11,620 31,329 10,442 37,126 21,415 111,932
Accumulated depreciation and
impairment
At 1 January 2023 4,500 13,921 – 16,571 11,297 46,289
Charge for the year 1,513 3,428 – 6,973 2,580 14,494
Disposals – (63) – (4,840) (4) (4,907)
At 31 December 2023 6,013 17,286 – 18,704 13,873 55,876
Charge for the year 1,281 2,938 – 3,526 2,616 10,361
Disposals – – – (4,407) – (4,407)
At 31 December 2024 7,294 20,224 – 17,823 16,489 61,830
Net book value
At 31 December 2023 5,177 10,350 1,497 17,689 4,343 39,056
At 31 December 2024 4,326 11,105 10,442 19,303 4,926 50,102
The Company leases some of its devices to customers. Lease payments in relation to these devices are received in full either in advance or on
shipping of the device, meaning that there are no undiscounted future lease payments expected to be received on these devices.
Oxford Nanopore Technologies Annual Report & Accounts 2024200
5. Right‑of‑use assets
Total
£000
Cost
At 1 January 2023 28,351
Additions 11,052
Disposals (1,178)
At 31 December 2023 38,225
Additions 7,586
Disposals (2,096)
At 31 December 2024 43,715
Accumulated depreciation
At 1 January 2023 6,368
Charge for the year 3,273
Disposals (987)
At 31 December 2023 8,654
Charge for the year 4,110
Disposals (1,728)
At 31 December 2024 11,036
Net book value
At 31 December 2023 29,571
At 31 December 2024 32,679
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Oxford Nanopore TechnologiesAnnual Report & Accounts 2024 201
Notes to the Company Financial Statements continued
6. Investment in subsidiaries
Name Registered office
Country of
incorporation Note Principal activity
Oxford Nanopore Diagnostics Limited Gosling Building, Edmund Halley Road,
Oxford Science Park, OX4 4DQ (No 11677727)
UK a * R&D support
Oxford Nanopore Technologies, Inc. 1209 Orange Street, Wilmington, Delaware,
19801, County of New Castle
USA b R&D and Limited risk
distributor
Oxford Nanolabs Limited Gosling Building, Edmund Halley Road,
Oxford Science Park, OX4 4DQ
UK b Dormant
The Genome Foundry Limited Gosling Building, Edmund Halley Road,
Oxford Science Park, OX4 4DQ
UK b Dormant
Metrichor Limited Gosling Building, Edmund Halley Road,
Oxford Science Park, OX4 4DQ (No 08534345)
UK b * R&D support
KK Oxford Nanopore Technologies Tokyo Club Building 11F, 3-2-6 Kasumigaseki,
Chiyoda‑ku, Tokyo 100‑0013
Japan b Limited risk distributor
Nanopore Technologies Hong Kong
Limited
Room 1901, 19/F, Lee Garden One, 33 Hysan Avenue,
Causeway Bay
Hong Kong a Holding company
Nanopore Technologies (Shanghai)
Co., Limited
Room 2208, Tower 1, Grand Gateway 66, No. 1
Hongqiao Road, Xuhui District, 200030, Shanghai
China c Sales and marketing
support
Oxford Nanopore Technologies
Singapore PTE. Ltd
6001 Beach Road, #11-08 Golden Mile Tower,
Singapore 199589
Singapore b Limited risk distributor
and sales and marketing
support
Oxford Nanopore Technologies B.V. Herikerbergweg 88, 1101 CM Amsterdam,
Netherlands
The Netherlands b Sales and marketing
support
Oxford Nanopore Technologies Australia
PTY Ltd
Level 10, 171 Clarence Street, Sydney, NSW 2000 Australia b Limited risk distributor
Oxford Nanopore Technologies
Denmark ApS
c/o Crowe Rygårds Allé 104, 2009 Hellerup Denmark b Sales and marketing
support
Oxford Nanopore Technologies SARL 22 Rue de Londres, 75009 Paris 9 France b Sales and marketing
support
Oxford Nanopore Technologies GmbH Augustenstr. 10, c/o Dr. Kleeberg & Partner GmbH,
80333 München
Germany b Sales and marketing
support
Oxford Nanopore Technologies Gulf
Limited
Office No. 303 A, Level 3, Incubator Building,
Masdar City, Abu Dhabi
United Arab
Emirates
a Sales and marketing
support
Oxford Nanopore Technologies
Holdings Limited
Gosling Building, Edmund Halley Road, Oxford
Science Park, OX4 4DQ (No 14680804)
UK a * Holding company
Oxford Nanopore Technologies
Holdings 2 Limited
Gosling Building, Edmund Halley Road, Oxford
Science Park, OX4 4DQ (No 14681134)
UK a * Holding company
Oxford Nanopore Technologies
Canada Limited
333 Bay Street, Suite 2400, Toronto, Ontario,
Canada, M5H 2T6
Canada b Limited risk distributor
Oxford Nanopore Technologies S.R.L. Viale Abruzzi, 94, 20131 Milano MI, Italy Italy b Limited risk distributor
Northern Nanopore Instruments Inc. 333 Bay Street, Suite 2400, Toronto, Ontario,
Canada, M5H 2T6
Canada d R&D support
Oxford Nanopore Technologies India
Private Limited
501 & 502, Eros Corporate Tower, New Delhi-110019,
India
India e Sales and marketing
support
Oxford Nanopore Technologies
Middle East FZ-LLC
G03A, Ground Floor, DSP Laboratory Complex, Dubai
Science Park, Dubai, United Arab Emirates
Dubai f Sales and marketing
support
All the Company’s subsidiary undertakings are effectively 100% held and have been consolidated in the Group financial statements.
Notes:
a - directly held by the Company.
b - directly held by Oxford Nanopore Technologies Holdings Limited.
c - directly held by Nanopore Technologies Hong Kong Limited. Nanopore Technologies (Shanghai) Co. Limited has a branch in Beijing – Nanopore Technologies (Shanghai) Co., Beijing Branch.
d - directly held by Oxford Nanopore Technologies Canada Limited.
e - 99% held by Oxford Nanopore Technologies Holdings 2 Limited and 1% by Oxford Nanopore Technologies Holdings Limited.
f - directly held by Oxford Nanopore Technologies Holdings 2 Limited.
* - these four subsidiaries are exempt from the requirements under the Companies Act 2006 relating to the audit of the Financial Statements under section 479A of that Act. The
Company has provided parent company guarantees over the liabilities of these subsidiaries, pursuant to section 479C of the Companies Act 2006.
Oxford Nanopore Technologies Annual Report & Accounts 2024202
6. Investment in subsidiaries continued
2024
£000
2023
£000
At 1 January 4,904 4 4,108
Share‑based payments 2,938 9,356
Intra‑group recharge (3,020) (49,796)
Additions in the year 223 1,236
At 31 December 5,045 4,904
Certain subsidiaries have refunded the Company for historical amounts in relation to equity settled share-based payment awards.
7. Investment in associate
See note 17 of the consolidated financial statements for information on the investment in associate.
8. Inventory
2024
£000
2023
£000
Raw materials 37,627 50,885
Work in progress 45,607 39,148
Finished goods 14,690 8,710
97,924 98,743
The carrying amount of inventory was not materially different from its replacement cost.
9. Trade and other receivables
2024
£000
2023
£000
Trade receivables 22,884 24,653
Contract assets 196 54
Accrued income and other debtors 3,702 5,423
Accrued interest income 596 738
Other taxes 5,535 6,306
Prepayments 12,323 12,322
Intercompany 23,391 18,649
68,627 68,145
Contract assets relate to the Company’s rights to consideration for goods and services provided but not billed at the reporting date for goods
and services provided. They are transferred to receivables when the rights become unconditional. This usually occurs when an invoice is
issued to the customer. Certain items within accrued income could also be considered as contract assets.
The Directors consider that the carrying amount of intercompany receivables approximates to their fair values. No provision for expected
credit loss has been recognised as the counter-party has access to sufficient funds and assets to fulfil its future obligations. Intercompany
balances are not past due and no increased credit risk has been experienced since initial recognition.
Corporate Governance Financial Statements Further InformationStrategic Report
Oxford Nanopore TechnologiesAnnual Report & Accounts 2024 203
Notes to the Company Financial Statements continued
9. Trade and other receivables continued
The ageing of trade receivables and the loss allowance calculated using the Company’s provision matrix was as follows:
Not past due
£000
30–60 days
£000
61–90 days
£000
91+ days
£000
Total
£000
Gross receivable 18,722 1,756 985 3,043 24,506
Loss allowance (189) (71) (48) (1,314) (1,622)
Trade receivables at 31 December 2024 18,533 1,685 937 1,729 22,884
Gross receivable 20,786 1,532 899 2,120 25,337
Loss allowance (165) (60) (49) (410) (684)
Trade receivables at 31 December 2023 20,621 1,472 850 1,710 24,653
The following table shows the movement in lifetime Expected Credit Loss that has been recognised for trade receivables in accordance with
the simplified approach set out in IFRS 9:
£000
At 1 January 2023 1,909
Net charges and releases to statement of comprehensive income (1,225)
At 31 December 2023 684
Net charges and releases to statement of comprehensive income 938
At 31 December 2024 1,622
10. Other financial assets
2024
£000
2023
£000
Investment bonds 211,838 256,534
This was analysed as follows:
2024
£000
2023
£000
Current 138,853 48,209
Non‑current 72,985 208,325
211,838 256,534
Oxford Nanopore Technologies Annual Report & Accounts 2024204
11. Taxation
i) Deferred tax balances
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period when the asset is realised or the
liability settled, based on the tax rates that have been enacted or substantively enacted at the balance sheet date. UK deferred tax assets and
liabilities have been calculated at the substantively enacted Corporation Tax of 25% applicable from 1 April 2023.
A deferred tax liability of £12.1 million (2023: £8.1 million) has been recognised on intangibles of £9.9 million (2023: £6.9 million), investment
bond gain £1.9 million (2023: £1.2 million) and Share Incentive Plan £0.3 million (2023: £nil). A matching deferred tax asset of £12.1 million
(2023: £8.1 million) arising on losses has been recognised on the basis that the deferred tax liability relates to the same taxation authority and
is expected to reverse in periods into which the tax loss arising from the deferred tax asset can be carried forward.
Unrecognised deferred tax assets
2024 2024 2023 2023
Gross amount
£000
Tax effected
£000
Gross amount
£000
Tax effected
£000
Losses 765,151 191,288 619,990 154,998
Provisions 11,162 2,791 16,952 4,238
Share awards 22,116 5,529 70,381 17,595
Share awards (equity) 2,203 551 4,327 1,082
Accelerated capital allowances 45,367 11,342 27,476 6,869
RDEC 32,019 8,005 18,177 4,544
Total unrecognised deferred tax asset 878,018 219,506 757,303 189,326
ii) R&D tax credit recoverable
See note 13 of the consolidated financial statements for information on R&D tax credit recoverable.
12. Derivative financial assets and liabilities
See note 21 of the consolidated financial statements for information on derivative financial instruments.
13. Trade and other payables
2024
£000
2023
£000
Trade payables 29,870 23,608
Share‑based payments 169 504
Payroll taxation and social security 2,875 3,119
Accruals 36,243 25,392
Contract liabilities 12,725 10,685
Intercompany 4,179 5,120
86,061 68,428
Trade payables and accruals principally comprise amounts outstanding for trade purchases and ongoing costs.
The Company has financial risk management policies in place to ensure that all payables are paid within the pre-agreed credit terms.
The Directors consider that the carrying amount of trade payables approximates their fair value.
Contract liabilities primarily relate to the performance obligations on customer contracts which were not satisfied at 31 December.
Corporate Governance Financial Statements Further InformationStrategic Report
Oxford Nanopore TechnologiesAnnual Report & Accounts 2024 205
Notes to the Company Financial Statements continued
14. Provisions
Dilapidation
provisions
£000
Employer
taxes
£000
Other
£000
Total
provisions
£000
At 31 December 2023 2,094 9,485 290 11, 869
Movement in provision for the year 56 (1,939) 426 (1,457)
Payments – (3,124) (607) (3,731)
At 31 December 2024 2,150 4,422 109 6,681
Current – 3,473 109 3,582
Non‑current 2,150 949 – 3,099
At 31 December 2024 2,150 4,422 109 6,681
Current – 5,477 290 5,767
Non‑current 2,094 4,008 – 6,102
At 31 December 2023 2,094 9,485 290 11,869
The dilapidation provisions relate to the leased properties, representing an obligation to restore the premises to their original condition at the
time the Company vacates the related properties. The provision is non-current and expected to be utilised in less than 30 years.
Employer taxes relate to the expected employer social security taxes on share-based payments. This is expected to be utilised in between
one and ten years. The provision is based on the best estimate of the liability, which is reviewed and updated at the end of each year. The
provision is accrued over the vesting period to build up to the required liability at the point it is ultimately due.
15. Lease liabilities
2024
£000
2023
£000
Current 4,012 2,763
Non‑current 39,676 35,838
Lease liabilities included in the statement of financial position 43,688 38,601
2024
£000
2023
£000
Maturity analysis contractual undiscounted cash flows
Up to one year 6,815 5,015
One to five years 32,146 26,495
Greater than five years 20,536 21,358
Total undiscounted lease liabilities at 31 December 59,497 52,868
Information on the associated right-of-use assets is included in note 5.
16. Share capital and share premium
See note 25 of the consolidated financial statements for information on share capital.
17. Share‑based payment reserves
See note 26 of the consolidated financial statements for information on share-based payments.
Oxford Nanopore Technologies Annual Report & Accounts 2024206
18. Notes to the cash flow statements
2024
£000
2023
£000
Cash and cash equivalents 191,712 215,587
Cash and cash equivalents comprised cash held at banks. The carrying amount of this asset was approximately equal to its fair value.
2024
£000
2023
£000
Loss before tax (143,118) (154,905)
Depreciation of property, plant and equipment 10,361 14,493
Depreciation of right‑of‑use assets 4,110 3,273
Amortisation of intangible assets 23,831 18,482
Research and development expenditure credit (13,863) (10,157)
Loss on disposal of property, plant and equipment and right‑of‑use‑assets 6,678 2,681
Foreign exchange movements (979) (1,507)
Interest on leases 3,453 2,069
Interest income (15,955) (18,169)
Movements on investment bonds (1,491) 337
Movements on derivatives 271 836
Impairment/(write-back) of investment 724 (144)
Employee share benefit costs including employer’s social security taxes 961 25,575
Share of losses in associate 18 228
Operating cash flows before movements in working capital (124,999) (116,908)
Increase in receivables 7,534 890
Increase in inventory and assets subject to operating leases (13,481) (32,518)
Increase in payables 11,247 8,050
Cash used in operations (119,699) (140,486)
Research and development expenditure credit received 4,857 4,088
Net cash outflow from operating activities (114,842) (136,398)
The cash expense of purchases of property, plant and equipment is different from the additions figure disclosed in note 4. This is because
additions to assets subject to operating leases and assets used internally (within Equipment) arise out of transfers from inventory.
Corporate Governance Financial Statements Further InformationStrategic Report
Oxford Nanopore TechnologiesAnnual Report & Accounts 2024 207
Alternative Performance Measures
and other non-statutory measures
The Group tracks a number of performance measures (“KPIs”) including Alternative Performance Measures (“APMs”) in managing its
business, which are not defined or specified under the requirements of IFRS because they exclude amounts that are included in, or include
amounts that are excluded from, the most directly comparable measures calculated and presented in accordance with IFRS or are calculated
using financial measures that are not calculated in accordance with IFRS.
The Group believes that these APMs, which are not considered to be a substitute for or superior to IFRS measures, provide stakeholders with
additional helpful information on the performance of the business. These APMs are consistent with how the business performance is planned
and reported within the internal management reporting to the Board.
These APMs should be viewed as supplemental to, but not as a substitute for, measures presented in the consolidated financial statements
relating to the Group, which are prepared in accordance with IFRS. The Group believes that these APMs are useful indicators of its performance.
However, they may not be comparable with similarly titled measures reported by other companies due to differences in the way they are
calculated.
Metric Definition Rationale APM KPI
Revenue Revenue per financial statements Helps evaluate growth trends,
establish budgets and assess
operational performance
No No
Revenue growth Revenue growth excluding EGP and COVID
sequencing revenue, expressed as a percentage
Helps evaluate growth trends,
establish budgets and assess
operational performance
No Yes
Underlying revenue growth
on a constant currency basis
Revenue growth excluding EGP and COVID
sequencing revenue on a constant currency
basis, expressed as a percentage
Helps evaluate growth trends,
establish budgets and assess
operational performance
Yes No
Gross profit Revenue less cost of sales. Cost of sales is
disclosed in the consolidated statement of
comprehensive income
Helps evaluate growth trends, establish
budgets and assess operational
performance and efficiencies
No No
Gross margin % Gross profit divided by revenue Helps evaluate growth trends, establish
budgets and assess operational
performance and efficiencies
Yes No
Gross margin % Gross profit divided by revenue Helps evaluate growth trends, establish
budgets and assess operational
performance and efficiencies
Yes Yes
EBITDA Earnings for the year before income
tax expense, finance income, loan
interest, interest on leases, expense,
depreciation of right of use assets, depreciation
and amortisation
EBITDA is used as profit measure because it
shows the results of normal, core operations
exclusive of income or charges that are not
considered to represent the underlying
operational performance
Yes No
Adjusted EBITDA EBITDA adjusted for events which are non-
recurring or intermittent, which do not relate to
the ongoing operational performance that
underpins long-term value generation
Adjusted EBITDA is used as key profit
measure because it shows the results of
normal, core operations exclusive of income
or charges that are not considered to
represent the underlying operational
performance, excluding exceptional items
Yes Yes
Oxford Nanopore Technologies Annual Report & Accounts 2024208
Metric Definition Rationale APM KPI
Number of publications The cumulative number of peer-reviewed
scientific publications identified through
databases, including Google Scholar
and PubMed, that include nanopore
sequencing. Excluding review articles, book
chapters, editorials, protocols, and conference
proceedings. English language only
Publications are a key indicator
of the breadth and diversity of the
use of nanopore sequencing in the
scientific community
No Yes
Women in senior
leadership roles
The proportion of women in leadership roles
globally, including women on the Board,
Operating Committee and direct reports
to members of the Operating Committee
(excluding admin support)
Nurturing a diverse and inclusive culture
drives our growth as a business
No Yes
Adjusted research and
development expenses
Research and development expenses adjusted
for employer’s social security taxes on pre-IPO
shares
Adjusted research and development
is a measure that shows the underlying R&D
expenditure
Yes No
Adjusted R&D expenses and
capitalised development
costs
Adjusted research and development expenses
after removing amortisation and further
adjusting for capitalising of development costs
Adjusted research and development
and capitalised development costs is
an additional measure that shows the
underlying R&D expenditure
Yes No
Adjusted selling, general and
administrative expenses
Selling, general and administrative expenses
after adjusting for share-based
payments expense (“Founder LTIP”) and
employer’s social security taxes on Founder
LTIP and pre-IPO share awards
Adjusted selling, general and administrative
expenses is a measure that shows the
underlying selling, general and
administrative expenses
Yes No
Cash and cash equivalents
and other liquid investments
The total cash and cash equivalents, which
comprise cash in hand, deposits held at call and
other short-term highly liquid investments with
a maturity of three months or less at the date of
acquisition, and investment bonds
Cash, cash equivalents and other liquid
investments is a measure that shows the
underlying cash reserves
Yes No
Corporate Governance Financial Statements Further InformationStrategic Report
Oxford Nanopore TechnologiesAnnual Report & Accounts 2024 209
Glossary
Term Definition
ABP Annual Bonus Plan
AgBio Agricultural Biotechnology
AGM Annual General Meeting
AI Artificial intelligence
AMR Region of the Americas
APAC Asia Pacific region
APMs Alternative Performance Measures
ASIC Application-specific integrated circuit
BCP Business Continuity Plan
bps Basis points
CAGR Compound annual growth rate
CC Constant currency
CDMO Contract Development and Manufacturing Organisation
CEO Chief Executive Officer
CFO Chief Financial Officer
CNS Central nervous system
CODM Chief Operating Decision Maker
CRM Customer relationship management
DNA Deoxyribonucleic acid
DPO Data Protection Officer
EAP Employee Assistance Programme
EBITDA Earnings Before Interest, Taxes, Depreciation and
Amortisation
ECL Expected credit loss
eDNA Environmental DNA
EGP Emirati Genome Program
EHS Environment, Health & Safety
EMEAI Europe, the Middle East, Africa, and India
ERM Environmental Resources Management
ERP Enterprise resource planning
ESG Environmental, social and governance
EU European Union
FPP Financial Position and Prospects
FRC Financial Reporting Council
FTSE Financial Times Stock Exchange
FY Full year
Gb Gigabyte
GDPR General Data Protection Regulation
GHG Greenhouse gas
GPUs Graphics processing units
HR Human Resources
H&S Health & Safety
IAL Independent Audit Limited
IASB International Accounting Standards Board
IFRS International Financial Reporting Standards
IP Intellectual Property
IPO Initial public offering
ISO International Organization for Standardization
IT Information Technology
Term Definition
IVD In vitro diagnostic
KOL Key Opinion Leader
KPIs Key Performance Indicators
LAT Share Limited anti-takeover share
LTIP Long Term Incentive Plan
mRNA Messenger RNA
NCM Nanopore Community Meetings
NEDs Non-Executive Directors
NHS National Health Service
NIH National Institutes of Health
NomCo Nomination Committee
NO-MISS Nanopore-only Microbial Isolate Sequencing Solution
NPM National Precision Medicine
NZE Net Zero Emissions
OpCo Operating Committee
P2i P2 integrated
PCR Polymerase chain reaction
PRUs Principal Risks and Uncertainties
QC Quality controlled
QMS Quality Management System
R&D Research & Development
RemCo Remuneration Committee
RDEC Research and Development Expenditure Credit
RNA Ribonucleic acid
RUO Research use only
SBTi Science Based Targets initiative
SBS Sequencing by synthesis
SDGs Sustainable Development Goals
SIP Share Incentive Plan
SKU Stock-keeping unit
SMEs Small and medium-sized enterprises
STEPS The Stated Policies Scenario
SVP Senior Vice President
TAM Total Addressable Market
TB Tuberculosis
TCFD Task Force on Climate-related Financial Disclosures
TSR Total Shareholder Return
T2T Telomere-to-Telomere
UAE United Arab Emirates
UEL Upper explosive limit
UN United Nations
USD United States Dollars
ViA Values in Action
VP Vice President
WHO World Health Organization
Oxford Nanopore Technologies Annual Report & Accounts 2024210
Directors Sarah Fortune
Adrian Hennah
Nicholas Keher
Dr Daniel Mahony
John O’Higgins
Heather Preston
Katherine (Kate) Priestman
Dr Gurdial (Gordon) Sanghera
Duncan Tatton-Brown
Company secretary Hannah Coote
Registered number 05386273
Registered office Gosling Building
Edmund Halley Road
Oxford Science Park
Oxford
Oxfordshire
OX4 4DQ
Independent
auditors
Deloitte LLP
2 New Street Square
London
EC4A 3BZ
Solicitors Slaughter & May
One Bunhill Row
London EC1Y 8YY
Company information
Brokers J. P. Morgan Securities plc
25 Bank Street
London EC1Y 8YY
Citigroup Global Markets Limited
Citigroup Centre
Canada Square
Canary Wharf
London E14 5LB
Joh. Berenberg Gossler & Co. KG
60 Threadneedle Street
London EC2R 8HP
Registrar Equiniti Limited
Aspect House
Spencer Road
Lancing BN99 6DA
Forward-looking statements
This report contains certain forward-looking statements. For example, statements regarding expected
revenue growth and profit margins are forward-looking statements. Phrases such as “aim”, “plan”, “expect”,
“intend”, “anticipate”, “believe”, “estimate”, “target”, and similar expressions of a future or
forward-looking nature should also be considered forward-looking statements. Forward-looking
statements address our expected future business and financial performance and financial condition, and
by definition address matters that are, to different degrees, uncertain. Our results could be affected by
macroeconomic conditions, delays or challenges in manufacturing or delivering of products to our
customers, suspensions of large projects and/or acceleration of large products or accelerated adoption of
pathogen surveillance or applied uses of our products. These or other uncertainties may cause our actual
future results to be materially different than those expressed in our forward-looking statements.
Corporate Governance Financial Statements Further InformationStrategic Report
Oxford Nanopore TechnologiesAnnual Report & Accounts 2024 211
Oxford Nanopore Technologies Annual Report & Accounts 2024212
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