Annual report and accounts 2025
Oxford Biomedica plc
Enabling our
clients to deliver
life-changing
therapies
CONTENTS
Strategic report
Chair's statement
2
Market overview
6
Group at a glance
8
Business Model
10
Chief Executive Officer's statement
12
Financial Review
16
Objectives set for 2026
27
OXB's stakeholders
28
Stakeholder case study
34
ESG report
36
Principal risks, uncertainties and risk
management framework
58
Corporate Governance
Corporate Governance Report
68
– Board of Directors
70
– Corporate Executive Team
72
Nomination Committee Report
80
Audit Committee Report
84
Directors' Remuneration Report
90
Directors' Report
113
Financial statements
Consolidated Statement of Comprehensive Income
121
Consolidated and Company Statements of
Financial Position
122
Consolidated and Company Statements of Cash Flows
123
Consolidated Statement of Changes in Equity
124
Company Statement of Changes in Equity Attributable to
Owners of the Parent
125
Notes to the Financial Information
126
Independent auditors' report to the members of Oxford
Biomedica plc
176
Other information
Glossary
189
Advisers and contact details
193
OXB in brief
A global quality and innovation-
led contract development and
manufacturing organisation (CDMO) in
cell and gene therapy with a mission to
enable its clients to deliver life changing
therapies to patients around the world.
One of the original pioneers in cell and
gene therapy, Oxford Biomedica plc (the
Company) together with its subsidiaries
(the Group or OXB) has 30 years of
experience in viral vectors; the driving
force behind the majority of cell and
gene therapies. OXB collaborates with
some of the world’s most innovative
pharmaceutical and biotechnology
companies, providing viral vector
development and manufacturing
expertise in lentivirus, adeno-associated
virus (AAV), adenovirus and other viral
vector types.
OXB’s world-class capabilities range
from early-stage development to
commercialisation. These capabilities
are supported by robust quality-
assurance systems, analytical methods
and a depth of regulatory expertise.
OXB offers a vast number
of technologies for viral vector
manufacturing, including a 4th
generation lentiviral vector system (the
TetraVecta™ system), a dual-plasmid
system for AAV production, suspension
and perfusion process using process
enhancers and stable producer and
packaging cell lines.
Frank Mathias
CEO
2025 was a milestone year for
OXB, in which we continued to
successfully execute our pure-play
CDMO strategy and delivered both
strong revenue performance and
EBITDA profitability.
1
Strategic reportCorporate GovernanceFinancial statementsOther information
Oxford Biomedica PLC | Annual Report and Accounts 2025 | Strategic report
2
Chair's statement
A year of strategic execution
2025 marked a milestone year for OXB, with strong financial growth, commercial momentum and continued
global expansion as we executed our multi-vector, multi-site, pure-play CDMO strategy. This progress has
reinforced our leadership position in the viral vector market and positioned the Group for sustained long-term
growth. The rollout of our pure-play CDMO strategy and the expansion of our global manufacturing footprint,
including a growing US presence, positions OXB well to navigate today's rapidly shifting macroeconomic
landscape, offering clients a resilient, multi-site network capable of meeting their evolving needs.
In 2025, revenue grew by over 30% and we achieved positive operating EBITDA profitability, reflecting
OXB’s progress towards becoming a sustainably profitable business. Demand for our services continued to
increase, with contracted client orders rising by 20% year-on-year to £224million and a revenue backlog
of approximately £204million providing strong visibility into 2026 and beyond. This robust commercial
performance was driven by both new and existing clients, with increased activity from maturing lentiviral
programmes approaching commercialisation and a growing number of new business wins from AAV,
supporting the continued diversification of our client base.
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
3
Strategic reportCorporate GovernanceFinancial statementsOther information
Strategic execution providing foundation for long-term growth
During the year, we achieved several important strategic milestones which are crucial to OXB’s long-term
growth. In August 2025, we strengthened our balance sheet through a c.£60million equity raise and a
new four-year term loan facility of up to $125million with Oaktree Capital Management, L.P. (Oaktree). This
has enabled targeted, planned investment across our global network and facilitated the expansion of our
manufacturing capabilities to meet growing client demand, reinforcing OXB’s position as a leading global cell
and gene therapy CDMO.
A key step in our strategic expansion was the October 2025 acquisition of an FDA-approved, commercial-
scale viral vector manufacturing facility in Durham, NC for $4.5million (£3.3million). The acquisition adds
GMP manufacturing capabilities across drug substance and fill-finish in the US and will allow us to support
late-stage client programmes and commercial launches directly from North America. The Durham, NC facility
has provided a capital-efficient route to expanding OXB's viral vector manufacturing capabilities in the world’s
largest cell and gene therapy market.
A leading pure-play cell and gene therapy CDMO in a growing market
In 2025, the global cell and gene therapy pipeline for pre-clinical and clinical drug candidates grew to a total of
2,251 (from 2,068 in 2024), with a steadyincrease in clinical-stage drug candidates, reflecting the progression
of successful drug candidates into later-stage development and a continued influx of early-stage candidates
(GlobalData). This trend is further illustrated by the highest number of new approvals in five years, illustrating
how a supportive regulatory environment facilitates market growth (ASGCT Q4 2025). With an increasing
number of global programmes advancing into late-stage and commercial supply, the Board believes OXB is well
positioned to capture further market share within the growing cell and gene therapy market.
As the biggest viral vector market globally with approximately half of the number of programmes in
development, the US remains a critical market for OXB (GlobalData). Accordingly, strengthening our presence in
this region has been identified as a clear strategic priority, with AAV client projects driving demand. Establishing
commercial manufacturing and fill-finish capabilities in the US via our Durham, NC facility, coupled with the
expansion of OXB's global network, gives OXB the infrastructure to capitalise on these market trends.
Innovation-led enhancements to our global CDMO network
In 2025, OXB celebrated 30 years of building expertise in viral vector development and manufacturing.
Throughout the year, we continued to focus on innovation, with strategic investment focused on improving
the quality, yield and scalability of viral vector manufacturing for our clients.
During the year, our Innovation and Technology Excellence Board (ITEB) held its inaugural meeting. Chaired by
Professor Dame Kay Davies, Senior Independent Director, the ITEB comprises leading experts in cell and gene
therapy, biomanufacturing and innovation, alongside members of OXB’s senior leadership team. This novel
advisory structure has begun shaping our innovation priorities, with the ITEB working to identify investments
in scalable technologies. Facilitating a sustained competitive advantage, these technologies aim to enhance
our global CDMO network and client offering to ensure that OXB remains at the forefront of scientific and
technological advancement.
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
Our mission
To enable our clients to
deliver life-changing therapies
to patients
4 Chair's statement (Continued)
Strengthened governance and leadership
In 2025, we continued to strengthen the governance foundations that support OXB’s strategic ambition as a
global, innovation-led cell and gene therapy CDMO.
Colin Bond joined the Board as a Non-Executive Director and Chair of the Audit Committee, bringing significant
experience in CDMO operations and manufacturing scale-up and Peter Soelkner was appointed Vice Chair,
reflecting his expanded role supporting the Board and Corporate Executive Team (CET).
Stuart Henderson stepped down from the Board, in-line with tenure guidelines. Robert Ghenchev, Novo
Holdings A/S’s (Novo) Board representative, also stepped down from his role as Non-Executive Director after
leaving Novo to pursue other opportunities. On behalf of the Board, I would like to thank both Stuart and Robert
for their dedicated service and strategic insights during a period of significant transformation for OXB.
Strong ESG delivery
2025 was a pivotal year for OXB delivering on its ESG priorities. The Group surpassed its environmental goals,
reducing its operational emissions by over 6% and driving a cumulative decrease of almost 40% from its 2021
baseline; within close reach of its 42% absolute reduction target in Scope 1 & 2 emissions by 2030. On Scope
3 emissions, OXB strengthened its supplier engagement resulting in 70% of purchased goods and services
emissions now being covered by Science-Based Targets (SBTs), advancing towards its 90% goal by 2030. OXB
also progressed its social responsibility agenda via enhanced employee engagement and wellbeing initiatives
across the sites and local communities. A strengthened governance framework achieved through the ESGR
Committee and Site ESGR Committees helped enable these achievements.
For the first time, ESG-linked key performance indicators were incorporated into annual bonus arrangements,
embedding accountability and demonstrating the significance OXB attributes to its ESG initiatives whilst aligning
sustainability priorities with executive decision making. Building on this progress, new ESG-related performance
measures have been added to the 2026 performance year to ensure sustainability targets remain a priority and
continue to align with executive incentives.
Well positioned for continued growth
Entering 2026, the Board is confident that OXB remains well positioned for global growth as a world-leading
pure-play cell and gene therapy CDMO, building on three decades of scientific expertise, continued investment
in technology and operational excellence and long-standing client partnerships.
With a strengthened balance sheet and the addition of the Durham, NC facility to our global network, OXB
expects to continue to expand its market share in the growing cell and gene therapy sector, supported by
strong client demand. Further targeted capital investment is planned to support sustainable profitable growth
and progressive margin improvement in the years ahead.
I would like to thank our clients, shareholders and colleagues for their continued support as we advance our
differentiated, high-quality offering across the global cell and gene therapy CDMO market.
Dr. Roch Doliveux
Chair
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
Well positioned
for continued growth
With a strengthened balance
sheet and the addition of the
Durham, NC facility to our
global network, OXB expects to
continue to expand its market
share in the growing cell and
gene therapy sector, supported
by strong client demand.
5
Strategic reportCorporate GovernanceFinancial statementsOther information
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
Accumulated number of approved gene and
cell-modifying gene therapies globally
2024 2025
202320212020 2022
50
40
30
20
10
0
14
19
24
33
41
30
Source: ASGCT, Q4 data
Note: does not include
non-genetically
modified cell therapy
Cell and gene therapy drug candidates
in the pipeline globally
2024 2025
24
2,251
2,068
30
Source: GlobalData
Note: Discovery phase
not included
Pre-clinical
Clinical, Pre-registration
1,388 (67%)
1,490 (66%)
680 (33%)
761 (34%)
6
Market overview
The cell and gene therapy market maintained
consistent levels of growth and innovation
in 2025, fueled by pipeline development,
increasing regulatory approvals, strong
demand for CDMO services, favourable
investment conditions and the diversification
of therapeutic applications.
Pipeline continues to grow
In 2025, the global cell and gene therapy pipeline
for pre-clinical and clinical drug candidates grew to
a total of 2,251 (from 2,068 in 2024). This trend reflects
both the maturation of successful drug candidates into
later-stage development and a sustained flow of new
early-stage candidates (GlobalData).
Regulatory approvals increase
Regulatory progress continues to support market
growth, with 2025 seeing the highest number of
new approvals granted over the last five years
(ASGCT Q4 2025). This trend illustrates the continued
commitment of regulatory bodies worldwide to
facilitate the advancement of cell and gene therapies.
Looking ahead this upward trend is expected to
continue following the FDA’s announcement to
increase flexibility in CMC (Chemistry, Manufacturing
and Controls) requirements for cell and gene
therapies to accelerate innovation in January 2026
(www.fda.gov). In total, 12 drug candidates are
currently at the pre-registration phase, with some
expected to receive regulatory decisions as early as Q1
2026 (ASGCT Q4 2025.)
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
Number of cell and gene therapy trials
by therapeutic area
Source: GlobalData
Note: Discovery phase
not included, % reflects
share out of all cell and
gene trials, one drug
candidate can be
applied among several
therapy areas
Genetic
Disorders
(other)
OtherImmunology
Central
Nervous
System
Oncology Metabolic
Disorders
39%
13%
9%
5%
17%
40%
15%
9%
6%
16%
+10%
+21%
+10%
+37%
+3%
December 2024
December 2025
Global viral vector cell and gene therapy
pipeline globally
Adeno HSV Other viral
Retro
Lenti
AAV Oncolytic
Source: GlobalData
Note: Discovery phase
not included, % in a
bar reflects share out
of all viral vector drug
candidates
49%
25%
12%
49%
25%
14%
+4%
+14%
+7%
December 2024
December 2025
7
Strategic reportCorporate GovernanceFinancial statementsOther information
Demand for best-in-class manufacturing
capabilities stay strong
The year has seen a shift in the CDMO market in favour
of more effective operating models, highlighting
the need for deep cell and gene therapy expertise
and greater operational agility. Large pharmaceutical
companies and biotechs drive demand for scalable,
platform-based solutions. This is underscored by
regulators identifying facility inspections and CMC as
critical components of regulatory decision-making,
reinforcing the importance of high-quality contract
manufacturing services.
AAV and lentiviral vectors remain the key
delivery systems for cell and gene therapy
AAV and lentiviral vectors continue to dominate
the cell and gene therapy market. Lentiviral vectors
remain the most widely used vectors amongst all
commercially approved therapies and are expected
to retain a leading role in oncology, due to
the extensive supporting clinical data and well-
established understanding of lentiviral biology and
manufacturing capabilities. AAV vectors remain the
primary driver of pipeline activity, with broad
application across indications, particularly in areas
such as immunology, metabolic disorders and the
central nervous system (CNS).
Expansion into new therapy areas and earlier
lines of treatment
The application of cell and gene therapies is expanding
beyond the therapeutic area of oncology, with
CNS and immunology leading pipeline growth. As
the inherent flexibility of cell and gene therapies
becomes more established and therapies continue
to move into earlier lines of treatment, developers
are increasingly able to pursue indications with larger
patient populations, supporting stronger long-term
commercial potential for approved therapies.
Strategic acquisitions accelerating
Advances in technology continue to strengthen
the cell and gene therapy landscape. As these
technologies become more established, large
pharmaceutical companies are showing growing
strategic interest in the sector. This is demonstrated by
several major M&A transactions which took place over
the last year, with capital increasingly directed toward
scalable, platform-based technologies capable of
supporting long-term growth and commercialisation.
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
WHO IS OXB? KEY FACTS ABOUT OXB KEY STATS
US
6 7
OXB stands at the forefront of
cell and gene therapy innovation,
supporting its clients to deliver
life-changing therapies to patients
around the world. With 30 years of
experience, OXB is a global leading
cell and gene therapy CDMO,
specialising in the development and
manufacture of viral vectors.
OXB’s expertise spans process
development, GMP manufacturing,
regulatory support and analytical
testing, offering end-to-end
capabilities in the cell and gene
therapy ecosystem. Its cutting-edge
innovation and deep scientific
expertise supports some of the
most advanced and promising
therapeutic programmes in the
industry, whilst its proprietary
LentiVector
TM
platform for lentivirus
and inAAVate
TM
platform for AAV
help to accelerate the path from
discovery to clinical and commercial
success.
In a field where precision, safety
and scalability are paramount, OXB
continues to set the standard
– expanding global partnerships,
investing in world-class facilities and
driving forward the next generation
of genomic medicines. Its integrated
approach and commitment to
quality make OXB the partner of
choice for companies looking to
bring transformative cell and gene
therapies to market.
• Leading cell and gene therapy
CDMO: A quality and innovation-
led CDMO dedicated to advancing
cell and gene therapies through
innovative viral vector solutions.
• Pioneering leadership: Supplier of
the first lentiviral vectors for a CAR-
T therapy.
• Flexible offering to meet clients’
needs: A comprehensive service
offering across lentiviral vectors,
AAV and other viral vectors for
both platform and non-platform
projects.
• End-to-end capabilities: Services
and support across all drug
development phases, from
construct and plasmid design
through to commercial-scale GMP
manufacturing.
• Global presence: A strategic
footprint with nine state-of-the-art
facilities across the UK, the US and
France, situated in close proximity
to its clients.
• Diverse and growing programme
portfolio: Supports a well-balanced
pipeline of programmes spanning
all stages of development
from emerging biotech to
established biotech and big pharma
companies.
As at March 2026
~1000
GMP batches released
65+
Successful audits
986
Employees
As at 31 December 2025
6
Global locations
8
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
WHERE IS OXB BASED?
9
8
7
4
5
1 2 3
4 5 6
7 8 9
10
EU
8 9 10
UK
31 42 5
Oxford (UK) 1, 2, 3, 4, 5
Total footprint:
17,030m
2
(183,300ft
2
)
6 x vector substance suites
2 x vector product suites
Bedford, MA (US) 6
Total footprint:
8,920m
2
(96,000ft
2
)
Durham, NC (US) 7
Total footprint:
11,250m
2
(100,000ft
2
)
2 x vector substance suites
1 x vector product suite
Lyon (France) 8
Total footprint:
6,500m
2
(70,000ft
2
)
3 x vector substance suites
1 x vector product suite
Strasbourg (France) 9
Total footprint:
4,900m
2
(52,700ft
2
)
2 x vector substance suites
1 x vector product suite
Dublin (Ireland) 10
EU support office
9
Strategic reportCorporate GovernanceFinancial statementsOther information
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
INNOVATION DRIVING
SUCCESS
Expertise and innovation
COMPREHENSIVE SUITE
OF VIRAL VECTOR
SOLUTIONS
CLIENTS
OXB delivers cutting-edge process development and manufacturing solutions tailored to the
needs of pharmaceutical and biotech companies. Leveraging its unparalled expertise in viral
vector manufacturing including lentiviral vectors, AAV, adenoviral vectors and other viral vectors,
the Group develops and scales clinical and commercial cell and gene therapy products
across a diverse array of therapeutic areas.
OXB partners with pharmaceutical and biotech clients worldwide
to help them deliver life-changing therapies to patients
Innovative process development
and manufacturing services
OXB is a leading cell and gene therapy CDMO offering
solutions for key viral vector delivery systems
World-leading technical expertise
and cutting-edge technologies
Underpinned by a focussed intellectual property portfolio, including patents and know-how
and with 30 years of expertise, OXB stands apart as a leading global CDMO in both in-vivo and
ex-vivo gene therapies. OXB’s proprietary LentiVector
™
platform was the first commercially
approved lentiviral based gene delivery system. This technology is complemented by OXB’s AAV
platform (inAAVate
™
), enabling the Group to offer a comprehensive suite of viral vector solutions.
With end-to-end development and production capabilities from plasmid design and optimisation
through to clinical and commercial GMP manufacturing, OXB supports its clients in bringing
their cell and gene therapies to market. Revenue streams are generated through manufacturing
services, commercial development fees, procurement services, milestone payments and royalties.
REVENUE GENERATORS
Flexible development and manufacturing services
for all vector types at any clinical phase
Phase IIPre-clinical Phase IIIPhase I Commercial
Developing robust processes and delivering
clinical materials
Ensuring scalability &
enabling tech transfer
Large scale commercial
supply
Construct and plasmid design
Pilot manufacturing
Cell line development
Analytical method development including potency
Process development Process characterisation
Cell banking
Stability studies
CMC support
Vector substance GMP manufacturing
Vector product GMP manufacturing
QA & QP release
Development
offering
Manufacturing
offering
Regulatory support
offering
Analytical method validation
INDUSTRIALISING
VIRAL VECTOR
MANUFACTURING
Innovation and development across key viral vector classes is central to OXB’s goal of
industrialising viral vector manufacturing. Through advancements across its core viral vector
platforms, OXB is achieving cost reductions, quality enhancements and scalability – broadening
access to cell and gene therapies for a wider range of therapeutic indications.
By lowering production costs, it is expected that OXB will enable more of its clients’ molecules
to progress through clinical development and gain approval for broader patient populations.
These efficiencies ultimately support the adoption of transformative treatments into indications
with larger patient bases, making cell and gene therapies more accessible and sustainable for
healthcare systems worldwide.
Increasing access to cell and gene therapies through innovation
AAV LV Adeno Vaccinia, MVA and Pox virus Other viral vectors
10
Business Model
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
Strong commercial momentum
and client demand
OXB's above market performance
results from rising activity from
both existing and new clients, with
significant growth in activity from
existing clients, reflecting high levels
of client satisfaction.
11
Strategic reportCorporate GovernanceFinancial statementsOther information
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
12
Chief Executive Officer's statement
OXB delivered exceptional progress across the business in 2025, achieving
positive operating EBITDA profitability whilst maintaining strong commercial
momentum and operational execution. This performance demonstrates the
strength of our pure-play CDMO strategy, underpinned by robust demand
for our services, an expanding global footprint and increasing late-stage
client activity.
OXB's financial performance reflected this progress, with Group revenue increasing by 33% CC
1
year-on-year
to £170.9million and almost 90% revenue growth since 2023. Growth was driven by continued strength in
lentiviral manufacturing, the progression of client programmes into later stages and an increasing interest in
AAV services, alongside the operational leverage gained from revenue expansion, improved efficiency and a
disciplined cost base. OXB's balance sheet was strengthened by a c.£60million equity raise in August 2025 and
entry into a new four-year loan facility of up to $125million with Oaktree.
The Group’s global footprint and operational resilience is well-established throughout our multi-vector,
multi-site operating network and recently expanded US presence through the late-2025 acquisition of an
FDA-approved commercial-scale viral vector facility in Durham, NC. During the year, OXB also sharpened its
operational focus at Bedford, MA, concentrating the site on operational excellence to drive further efficiency
gains across the network. With an enhanced client base, strengthened balance sheet and growing order book,
OXB is well positioned to continue to expand its share of the global viral vector market and deliver sustained
profitability and long‑term value for shareholders.
1
CC refers to Constant Currency, which refers to the equivalent growth based on the prior year exchange rates.
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
13
Strategic reportCorporate GovernanceFinancial statementsOther information
Strong commercial momentum and client demand
During 2025, OXB saw increased demand for its CDMO services with the contracted value of client orders
2
reaching approximately £224million, representing a 20% rise from the £186million recorded in 2024. This
includes signed agreements with binding client forecasts for late-stage and commercial activities, which
accounted for over half of total orders and strengthens revenue visibility into 2026 and early 2027. Alongside
this, the Group’s revenue backlog increased c.36% to approximately £204million, providing a strong indicator
of future revenues and continued growth through 2026 and beyond.
OXB's above market performance results from rising activity from both existing and new clients, with significant
growth in activity from existing clients, reflecting high levels of client satisfaction. The Group effectively
managed this expansion in client activity by deploying teams across its global network, including the new
Durham, NC facility, to execute projects in parallel across multiple sites. This was made possible by the
integrated 'One OXB' operating model, which also ensured the optimal utilisation of its platforms throughout.
Demand for OXB’s services remained robust across all key viral vector types. There was particularly strong
momentum in AAV, which accounted for over half of new client wins in the period and highlights the Group’s
success in gaining further market share in the AAV space. OXB's portfolio includes 48 programmes across 40
clients, with late-stage activities continuing to grow.
Positive momentum in client demand has continued into 2026. Post‑period end, in February 2026, OXB
announced the expansion of its strategic partnership with Bristol Myers Squibb (BMS), signing a new
commercial supply agreement for the manufacture and supply of lentiviral vectors for BMS' CAR-T programmes.
Additionally, post-period end in March 2026, we further extended the global reach of our platforms through
a licensing and option agreement with Viral Vector Manufacturing Facility (VVMF) in Australia, supporting the
development of regional viral vector manufacturing capabilities and strengthening our presence in the fast-
growing APAC market. These expanded agreements reflect client’s confidence in OXB’s world-class capabilities
and proven expertise in delivering high-quality, commercial-grade viral vectors.
Looking ahead, the Group’s pipeline of future business remains highly active and diversified across geographies.
The pipeline includes potential future revenues, which OXB continues to track through a structured internal
process, providing clear visibility on future opportunities. This pipeline increased to $597million as at
31 December 2025 (from $570million at 31 December 2024) despite a higher volume of orders signed. This
performance demonstrates that new pipeline inflows more than kept pace with order conversion, underscoring
robust demand.
With a strengthened balance sheet and the addition of our Durham, NC facility to our global network,
OXB is well placed to support client programmes from early-stage innovation through to late-stage and
commercial supply.
Client programmes by stage
Late-stage clinical and commercial agreements continue to grow
April 2025
1
March 2026
2
Clients 40 40
Client programmes 48 48
Pre-clinical through to early-stage clinical 42 40
Late-stage clinical 4 5
Commercial agreements 2 3
1
As per the FY 2024 results release
2
As of this results release (Includes post-period events)
Innovation driving next-generation vector manufacturing
During 2025,OXB continued to prioritise client-centric innovation to enhance the quality,yieldand scalability
of viral vector manufacturing. A range of initiativeswere adopted tobroaden client offerings,including
the integration of mass spectrometry technologies, providingan unbiased,highly sensitiveapproach to
protein characterisation and quantification incomplex biological mixtures.Reflecting this progress, OXB's
innovation was recognised externally with the publicationofpeer-reviewed journals on safety andviral vector
development andby being ranked 34th inFortune’s2025 list of Europe’s Most Innovative Companies.
2
Contracted value of client orders represents the gross value of customer orders for which the customer has signed a financial
commitment, whereby any changes to agreed values will be subject to either change orders, cancellation fees or the triggering of
optional/contingent contractual clauses.
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
14 Chief Executive Officer's statement (Continued)
OXB’sinAAVate™platform, a proprietary‘plug and play’dual-plasmid system for AAV-based gene therapies,
was further enhanced during the year. The Group developed a multi-serotype AEX (anion exchange
chromatography) toolbox thatproduceshigh-purity,regulatory-grade drug substance without the need for
further process development, expeditingclient programme delivery while offeringapotentialreduction in the
cost of goods.
In addition, OXB established a specialised teamfocusedon cellular potency assays for viral vectors, engaging
with clients early in the development process to streamline regulatory submissions and accelerate time
to market.
Embracing digital transformation and artificial intelligence (AI)
OXBdigitally transformedcore elements ofprocess development foritsLentiVector
TM
platform,
achievingcompletedigital data capture. This enables seamless data retrieval and analysis while significantly
reducing the need for manual data integrity checks.This transformationwill extendtotheAAV platform in 2026,
ensuring process development workflows are fully digitised.
To unlock deeper insights,OXB isdeveloping a data platform that will automate data visualisation and reporting,
paving the way for advanced analytics including machine learning to drive innovation and efficiency across
theorganisation.
OXB’sDesignof Experiments optimisation servicescombine machine learning with automation to identify
optimal experimental conditions quickly.When applied to plasmid ratio studies, this approach savesaround
100 hours per study (an 80% reduction in time) while increasing product yields. In addition, OXB applies
supervised learning alongside advanced statistical methods for rapid troubleshooting and diagnostics,
deliveringtimelysolutions that strengthen client confidence. TheGroupis also introducing hybrid AI models
for predictive modelling that forecast experimental outcomes before physical testing, accelerating development
with reduced costs.
Capacity expansion and technology transfer
In the UK, strong demand for both manufacturing and development services, with a particular increase
in late-stage client programme activities, drove planned expansion initiatives across core operational areas.
OXB’s manufacturing services are being expanded through an increase in GMP manufacturing capacity to be
completed by the first half of 2026, achieved by refitting existing suites and modifying shift cadence. Quality
control capabilities are also being scaled up to meet increased demand, alongside greater use of automation,
lab space optimisation and additional staffing. Lab capacity for development services is also being expanded,
including investments in automation to enable scalable development without a significant increase in resources.
In France, technology transfer of the AAV platform from US and lentiviral vector platform from UK progressed
smoothly. AAV process development and pilot manufacturing capabilities are now available to clients in France,
while lentiviral vector transfer at 50L and 200L GMP scales continues as planned. Both AAV and lentiviral
vector programmes remain on track to be GMP-ready in France by Q2 2026. Modified Vaccinia Ankara
(MVA) vector programmes remain a core strength of the sites in France, supporting growing client demand
in immunotherapy and oncology.
Operational integration spanning the UK, the US and France enhanced both efficiency and agility, enabling OXB
to address client requirements across different regions and development stages.
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
15
Strategic reportCorporate GovernanceFinancial statementsOther information
Integration and commercial preparedness at newly acquired Durham, NC facility
Following OXB's acquisition of a commercial-scale viral vector facility in Durham, NC, a comprehensive
integration and transformation plan was rapidly initiated. Integration activities at the Durham, NC facility
are progressing, including a technology transfer from Bedford, MA to Durham, NC to prepare the site for
commercial AAV batch manufacturing with fill-and-finish capability to follow thereafter.
The acquisition further strengthens OXB's position in the world's largest viral vector manufacturing market,
where demand for commercial-scale capacity continues to accelerate. Establishing a US-based, FDA-approved
commercial facility increases proximity to clients and places OXB at the centre of global viral vector
development and commercialisation.
OXB is supporting pre-existing Durham, NC clients and is engaging with past, current and prospective clients,
reinforcing the strategic value of OXB's expanded US footprint as demand for commercial‑ready viral vector
capacity continues to grow.
Strengthening organisational excellence
During the year, OXB continued to strengthen its organisational foundations, with a focus on quality, leadership
and operational readiness. In November 2025, Dr. Melanie Kearney joined OXB and its CET as Global Head
of Quality, bringing nearly three decades of experience across the pharmaceutical, consumer health and
biotechnology sectors. Post period end, in January 2026, John Foy joined the business as Site Head of
Durham, NC Operations bringing three decades of experience across local and global roles, including extensive
CDMO experience.
OXB's commitment to high quality standards was further demonstrated in the second half of 2025, when the
South Korean Regulatory Authority (Ministry of Food and Drug Safety) carried out a routine inspection at OXB's
sites in the UK. The outcome was positive with zero written observations.
Outlook
2025 was a milestone year for OXB, in which we continued to successfully execute our pure-play CDMO
strategy and delivered both strong revenue performance and EBITDA profitability. With OXB's integrated global
network, the Group is well placed to drive growth and build on its position as a leading cell and gene
therapy CDMO.
OXB's 2026 objectives are framed around three pillars, namely: People, focused on increasing employee
engagement; Client-Centric Excellence, aimed at delivering consistently on-time and on-quality performance
and advancing our ESG commitments; and Financials, centred on delivering revenue and EBITDA growth.
With these priorities driving execution, OXB enters 2026 with encouraging momentum and a clear path for
continued success.
Dr. Frank Mathias
Chief Executive Officer
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
Revenue £m
2024 2025
202320212020 2022
Vaccine revenues
Manufacturing
Licences, milestones and
royalties
Procurement services
Development Services
170
160
150
140
130
120
110
100
90
80
70
60
50
40
30
20
10
0
87.7
142.8
140.0
128.8
168.7
89.5
Growth +31%
16
Financial Review
In 2025, OXB successfully delivered strong topline growth, with revenues
increasing by over 30%, as the Group executed its strategy as a pure-
play cell and gene therapy CDMO. This topline growth, combined with
focused cost control enabled the Group to significantly improve its Operating
EBITDA position compared to 2024. OXB has started 2026 in a position
of strength and is well-placed to deliver both attractive growth and
sustainable profitability.
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
17
Strategic reportCorporate GovernanceFinancial statementsOther information
Selected highlights of the Group's financial results are as follows:
• Revenues increased by 33% on a constant currency basis (CC)
1
to £170.9million CC
1
; reported revenues
increased 31% to £168.7million (2024: £128.8million), demonstrating continued momentum.
• Revenue growth was driven by:
◦ Growth in lentiviral vector GMP manufacturing, supporting clinical and commercial launch programmes.
◦ Increased client progression through clinical development, reflected in higher development revenues from
process characterisation and validation work.
◦ Growth in Procurement and Storage services, supporting clients preparing for commercialisation by
ensuring stability of raw‑material supply.
• Significant improvement in profitability, with Operating EBITDA
2
profit of £2.3million (£8.1million (CC)
1
),
driven by stronger revenues and increasing focus on operating costs (2024 loss: £(15.3)million).
◦ Includes a non-recurring gain of £9.9million and costs of £1.3million related to the acquisition of the
Durham, NC facility.
• Underlying Operating EBITDA of £3.3million CC; excludes the benefit of the one-off non-recurring gain
related to the acquisition of the Durham, NC facility of £9.9million and the costs associated with the site, its
integration and purchase.
• Operating loss substantially lower at £(22.5)million (2024 loss: £(39.4)million) reflecting strong revenue
growth and disciplined cost control.
• Acquisition of an FDA approved commercial-scale viral vector manufacturing facility in Durham, NC for
$4.5million (£3.3million).
◦ The transaction comprised a purchase of key assets with a fair value of $17.9million (£13.3million),
resulting in a favourable gain of $13.4million (£9.9million).
• Improved net cash from operations of £0.5million (2024 loss: £(50.7)million) reflecting improved operating
performance, disciplined cash control and increased client deposits and upfront payments.
• Cash at 31 December 2025 was £96.9million (2024: £60.7million); net cash at 31 December 2025 was
£55.4million (2024: £20.6million).
• Completed several key financial transactions in 2025 including:
◦ Increased ownership of Oxford Biomedica (US) LLC (OXB US) by purchasing the remaining 10% interest for
$2.5million (£2.0million), extinguishing the put/call option held on the balance sheet.
◦ New four-year term loan facility of up to $125million with Oaktree.
◦ Equity placing raising additional c.£60million to invest in and scale OXB's global network.
• In February 2026, post-period end, OXB announced a new multi-year Commercial Supply Agreement with
BMS, for the manufacture and supply of lentiviral vectors for BMS’ CAR-T programmes.
• In March, post-period end, OXB extended global reach of its platforms through a licensing and option
agreement with Australian CDMO Viral Vector Manufacturing Facility (VVMF).
• In March, post-period end, the Board approved a further $15million draw down under the existing Oaktree
loan facility, from the total principal amount of $125million.
1
CC refers to Constant Currency, which refers to the equivalent growth based on the prior year exchange rates.
2
Operating EBITDA (Earnings Before Interest, Tax, Depreciation, Amortisation, Impairment, revaluation of investments and assets at fair
value through profit and loss and share based payments) is a non-GAAP measure often used as a surrogate for operational cash flow as it
excludes from operating profit or loss all non-cash items, including the charge for share based payments. However, deferred bonus share
option charges are not added back to operating profits in the determination of Operating EBITDA as they may be paid in cash upon the
instruction of the Remuneration Committee. A reconciliation to GAAP measures is provided on page 22.
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
18 Financial Review (Continued)
Key Financial and Non-Financial Performance Indicators
The Group evaluates its performance inter alia by making use of alternative performance measures as part
of its Key Financial and Non-Financial Performance Indicators as disclosed in the table below. The Group
believes that these Non-GAAP measures, together with the relevant GAAP measures, provide a comprehensive
and accurate reflection of the Group's performance over time. The Board has taken the decision that the Key
Financial Performance Indicators against which the business will be assessed are Revenue, Operating EBITDA
and Operating profit/(loss). The figures presented in this section for prior years are those reported in the Annual
reports and accounts for those years.
£'m 2025 2024 2023 2022 2021
Revenue 168.7 128.8 89.5 140.0 142.8
Operations
Operating EBITDA
1
2.3 (15.3) (52.8) 1.6 35.9
Operating (loss) / profit (22.5) (39.4) (184.2) (30.2) 20.8
Cash Flow
Cash (used in) / generated from operations (4.6) (50.7) (36.0) (13.2) 24.5
Capex
2
4.8 7.5 9.8 16.3 9.5
Cash (burn) / accretion
3
(18.9) (68.2) (39.1) (33.0) 16.0
Financing
Cash 96.9 60.7 103.7 141.3 108.9
Loan 41.5 40.1 38.5 39.8 -
Non-Financial Key Indicators
Headcount
Year end 986 861 714 904 815
Average 907 845 854 929 759
1
Operating EBITDA (Earnings Before Interest, Tax, Depreciation, Amortisation, Impairment, revaluation of investments and assets at fair value through profit and loss and share based
payments) is a non-GAAP measure often used as a surrogate for operational cash flow as it excludes from operating profit or loss certain non-cash items, including the charge for share
based payments. However, deferred bonus share option charges are not added back to operating profits in the determination of Operating EBITDA as they may be paid in cash upon
the instruction of the Remuneration Committee. Gains and losses from acquisitions are included within EBITDA as they relate to trading businesses acquired and the ongoing costs of
running the sites are within EBITDA. A reconciliation to GAAP measures is provided on page 22.
2
This is purchases of property, plant and equipment as per the cash flow statement which excludes additions to right-of-use assets. A reconciliation to GAAP measures is provided on
page 123.
3
Cash (burn)/accretion is net cash generated from operations plus net interest paid plus capital expenditure and lease payments. A reconciliation to GAAP measures is provided on
page 23.
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
19
Strategic reportCorporate GovernanceFinancial statementsOther information
Revenue
Revenues increased by 33% CC
1
to £170.9million; reported revenues increased 31% to £168.7million (2024:
£128.8million). This growth is driven by a 34% revenue growth in lentiviral vector projects in the UK.
In order to provide the users of the accounts with a more detailed understanding of the revenue streams the
table below provides a breakdown of the key streams individually.
• Revenue generated from manufacturing increased by 19% to £81.1million (2024: £68.4million) due to a
32% increase in the number of batches manufactured for clinical clients and for clients in preparation for
commercial launch.
• Revenue generated from development services increased by 27% to £60.1million (2024: £47.3million)
due to client products moving further along their clinical development pathways including an increase in
development revenues from process characterisation and validation work.
• Procurement and Storage services generated £22.3million in revenue (2024: £5.8million). This revenue,
recognised as point in time, represents additional procurement and storage services from clients undergoing
commercial preparation activities, demonstrating our readiness to provide clients stability of supply and the
maturity of the Group in its capacity as a CDMO.
• Revenues from licence fees, milestones and royalties decreased by (28%) to £5.2million (2024: £7.3million).
Milestones and licence fees decreased to £2.8million (2024: £4.1million) due to the timing of milestones
achieved from existing clients. Royalties decreased to £2.5million (2024: £3.2million) as the Kymriah product
matures through its life cycle.
Gross Margin in 2025 was 39% (2024: 41%) a small reduction due to revenue mix with a growth in lower margin
procurement services revenues and a reduction in higher margin milestone related revenue.
£'m 2025 2024 2023 2022 2021
Revenue
Manufacturing services 81.1 68.4 51.0 93.8 111.1
Development services 60.1 47.3 31.8 34.3 17.3
Procurement services 22.3 5.8 - - -
Licences, milestones and royalties 5.2 7.3 6.7 11.9 14.4
Total revenue 168.7 128.8 89.5 140.0 142.8
Cost of Sales
Manufacturing services 48.0 42.2 33.1 52.3 50.4
Development services 37.1 29.0 16.7 18.6 10.0
Procurement services 17.6 4.6 - - -
Licences, milestones and royalties 0.1 - - - -
Total Cost of Sales 102.8 75.8 49.8 70.9 60.4
Gross Profit 66.0 53.0 39.7 69.1 82.4
Gross Margin 39% 41% 44% 49% 58%
Manufacturing services 41% 38% 35% 44% 55%
Development services 38% 39% 48% 46% 42%
Procurement services 21% 21% - - -
1
CC refers to Constant Currency, which refers to the equivalent growth based on the prior year exchange rates.
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
20 Financial Review (Continued)
Operating EBITDA
In 2025 the Operating EBITDA improved by £17.6million into profit to £2.3million (£8.1million CC
1
) (2024:
(£(15.3)million), primarily as a result of revenues increasing by 31%.
The table below discloses the impact of constant currency related to our disclosures where we have provided
market guidance. A portion of the Group's UK based revenues and assets are denominated in USD which
creates an FX exposure for the Group and there is also a translation exposure on the consolidation of overseas
subsidiaries. The constant currency disclosure presents our results as if they had occurred at the prior year rates
to provide insight into the underlying growth, excluding FX. The Group has implemented FX hedging across a
portion of these related revenues to provide stability to the predictability of revenues and the USD denominated
loan mitigates some of the impact of the asset revaluations.
£'m 2025 2025 CC
1
2024 2023 2022 2021
Revenue 168.7 170.9 128.8 89.5 140.0 142.8
Other income 11.1 11.1 5.3 2.8 2.3 0.9
FX (loss) / gain (4.6) - 1.2 - - -
(Loss)/gain on sale of property - - (0.1) 1.0 21.4 -
Total expenses (excluding FX)
2
(172.9) (173.9) (150.4) (146.1) (162.0) (107.8)
Operating EBITDA
3
2.3 8.1 (15.3) (52.8) 1.6 35.9
Impairment - - - (99.3) - -
Non cash items
4
(24.8) (25.0) (24.1) (32.1) (31.8) (15.1)
Operating (loss)/profit (22.5) (16.9) (39.4) (184.2) (30.2) 20.8
1
CC refers to Constant Currency, which refers to the equivalent growth based on the prior year exchange rates
2
Total expenses are operational expenses including cost of goods incurred by the Group. A reconciliation to GAAP measures is provided on page 20.
3
Operating EBITDA (Earnings Before Interest, Tax, Depreciation, Amortisation, Impairment, revaluation of investments and assets at fair value through profit and loss and share based
payments) is a non-GAAP measure often used as a surrogate for operational cash flow as it excludes from operating profit or loss certain non-cash items, including the charge for share
based payments. However, deferred bonus share option charges are not added back to operating profits in the determination of Operating EBITDA as they may be paid in cash upon
the instruction of the Remuneration Committee. Gains and losses from acquisitions are included within EBITDA as they relate to trading businesses acquired and the ongoing costs of
running the sites are within EBITDA.
4
Non-cash items include depreciation, amortisation, revaluation of investments, fair value adjustments of available-for-sale assets and the share based payment charge. A reconciliation
to GAAP measures is provided on page 22.
In 2025, the Group benefited from a £9.9million one-off favourable gain resulting from the accounting
treatment of the Durham, NC facility acquisition recorded in Other Income. In 2024, the Group benefited from
a £1.7million one-off gain as a result of the acquisition in France. Other income £1.2million (2024: £3.6million)
also includes sub lease rental income of £0.6million (2024: £2.5million) and grant income to further develop
supply chain capabilities of £0.6million (2024: £1.1million).
Total Expenses
In order to provide the users of the accounts with a more detailed explanation of the reasons for the year-on-
year movements, the table below categorises the Group's operational expenses, included within Operating
EBITDA, according to their relevant nature.
£'m
Raw Material
& Ext costs Man Power Site Costs Corp Costs
1
EBITDA
Related
Expenses
Depn, Amort
& share
options
Total
Expenses
Cost of Sales 53.8 23.3 25.7 - 102.8 - 102.8
Operating costs 3.4 36.5 (3.2) (7.4) 29.3 21.6 50.8
Innovation costs 0.9 3.7 - - 4.6 0.4 5.1
Commercial costs - 6.4 - 0.4 6.8 0.2 7.0
Administration expenses - 16.4 - 17.7 34.2 2.6 36.8
Total Expenses 58.1 86.3 22.5 10.7 177.7 24.8 202.5
1
Corp costs within operating costs contains a credit relating to RDEC and include due diligence costs
1
CC refers to Constant Currency, which refers to the equivalent growth based on the prior year exchange rates.
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
21
Strategic reportCorporate GovernanceFinancial statementsOther information
Total Expenses 2024
£'m
Raw Material
& Ext costs Man Power Site Costs Corp Costs
1
EBITDA
Related
Expenses
Depn, Amort
& share
options
Total
Expenses
Cost of Sales 37.9 19.0 19.0 - 75.8 - 75.8
Operating costs 9.1 34.1 1.8 (8.6) 36.4 20.9 57.3
Innovation costs 0.7 3.9 0.1 - 4.7 (0.2) 4.5
Commercial costs - 5.9 - 0.4 6.3 0.1 6.4
Administration expenses - 13.9 - 12.2 26.1 3.3 29.4
Total Expenses 47.7 76.9 20.8 4.0 149.3 24.1 173.4
1
Corp costs within operating costs contains a credit relating to RDEC
The Group's associated cost base including raw materials increased by 15% to £(172.9)million. The costs
included an increased administration spend driven by acquisition activities of £1.3million and an increase in
functions supporting the larger global footprint. Operating Costs include Durham, NC facility costs including
£0.9million of integration costs to bring the site online as well as the operational running impact of the new
Durham, NC facility in Q4.
• Raw materials, consumables and other external manufacturing costs have increased by 22% as a direct result
of the increase in the number of lentiviral vector batches produced and development activities. 92% of these
costs are classified as cost of sales and increase with revenue.
• Manpower-related costs have increased by 12% on 2024 to £86.3million, driven by the increased global
headcount as part of the expanding business. 27% of this headcount is recovered into Cost of Sales and as
site utilisation improves and the Durham, NC facility comes online we expect this to increase.
• Site operating costs have increased by £1.7million, an increase of 8% on 2024. This reflects the increased
cost base which will be utilised on an increased basis as site operations come online.
• Corporate costs include the Company costs of £4.9million, £1.3million acquisition costs related to the
Durham, NC facility and FX impact of £(4.6)million. The remaining costs relate to the global corporate
structure including the costs of the CET. The strong performance in 2025 has resulted in a higher bonus
payout than in 2024, off-set by the Research and Development Expenditure Credit (RDEC) credit. Due
diligence costs in 2024 of £0.2million were incurred as a result of the acquisition of ABL Europe SAS (now
Oxford Biomedica (France) SAS (OXB France)).
• The RDEC credit has increased to £(8.7)million (2024: £(7.4)million) due to an increase in activity which
qualifies for supporting the resolution of scientific uncertainty.
£'m 2025 2024 2023 2022 2021
Raw materials, consumables and other external
manufacturing services costs 58.1 47.7 35.0 49.2 36.7
Manpower-related 86.3 76.9 83.2 84.4 55.0
Acquisition costs 1.3 0.2 1.4 5.1 1.2
Other costs 40.7 31.9 32.8 27.8 20.0
RDEC Credit (8.7) (7.4) (6.3) (4.5) (5.1)
Total Expenses
1
177.6 149.3 146.1 162.0 107.8
1
Total expenses are operational expenses including cost of goods incurred by the Group. A reconciliation to GAAP measures is provided above.
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
22 Financial Review (Continued)
Operating and Net (loss)/ profit
£'m 2025 2024 2023 2022 2021
Operating EBITDA
1
2.3 (15.3) (52.8) 1.6 35.9
Depreciation (17.6) (20.1) (21.5) (20.3) (12.4)
Amortisation (2.3) (2.3) (7.2) (6.1) -
Share option charge (4.9) (1.7) (3.5) (5.4) (2.5)
Impairment /Change in fair value of available for
sale assets - - (99.2) - (0.2)
Operating (loss)/profit (22.5) (39.4) (184.2) (30.2) 20.8
Interest (12.3) (7.2) (6.3) (7.8) (0.9)
Foreign exchange 2.8 (0.7) 1.9 (8.0) -
Taxation 1.3 (1.3) 4.4 0.8 (0.9)
Net(loss)/profit (30.6) (48.6) (184.2) (45.2) 19.0
1
Operating EBITDA (Earnings Before Interest, Tax, Depreciation, Amortisation, Impairment, revaluation of investments and assets at fair value through profit and loss and share based
payments) is a non-GAAP measure often used as a surrogate for operational cash flow as it excludes from operating profit or loss certain non-cash items, including the charge for share
based payments. However, deferred bonus share option charges are not added back to operating profits in the determination of Operating EBITDA as they may be paid in cash upon
the instruction of the Remuneration Committee. Gains and losses from acquisitions are included within EBITDA as they relate to trading businesses acquired and the ongoing costs of
running the sites are within EBITDA.
In arriving at Operating (loss)/profit it is necessary to deduct from Operating EBITDA the non-cash items
referred to above. The depreciation charge (£(17.6)million) (2024: (£(20.1))million) is reflective of the increased
asset base post the acquisition of the Durham, NC facility and benefits from favourable exchange rates
on the translation of the USD assets. The amortisation charge relates to intangible assets from business
combinations (£(2.3)million) is inline with 2024. The share option charge £(4.9)million (2024: £(1.7)million)
increased due to the non repeat of credit in 2024 from leavers and a higher non cash bonus element due to
improved performance.
The impact of these charges reduced the operating EBITDA profit and resulted in an operating loss of
£(22.5)million an improvement on the operating loss of £(39.4)million in the prior year.
The net interest charge increased by £5.0million primarily driven by an increase of £3.0million in interest
payable on finance leases in 2025 to £8.3million (2024: £5.3million). This is as a result of a 5 year rent
review for Oxbox, the Yarnton lease renewal and the inclusion of the Durham, NC lease in Q4 (£1.0million).
Bank interest received decreased by £0.9million to £2.4million (2024: £3.2million) due to a combination
of lower interest rates and the comparative timing of cash balances through the periods. Interest payable on
the loan from Oaktree increased by £1.0million to £5.5million (2024: £4.5million) owing to the write-off of
unamortised fees on the refinanced loan and the increased loan amounts drawn down in the year. Foreign
exchange gains related to the $60million of drawn Oaktree loan of £2.8million were recognised in 2025 (2024:
loss £(0.6)million).
The corporation tax credit of £1.3million in respect of the RDEC tax credit expected for 2025 offset by the
release of the deferred tax liability on the US intangibles of £3.1million.
Other Comprehensive Income
The Group recognised a loss within other comprehensive income in 2025 of £3.2million (2024: £0.7million)
in relation to movements on the foreign currency translation reserve and hedging instruments. The increase
relates to the weakening of the USD against the pound from the December 2024 reporting date. The translation
reserve comprises all foreign currency differences arising from the translation of the financial statements
of foreign operations, including gains arising from monetary items that in substance form part of the net
investment in foreign operations.
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
Cash flow waterfall £m Working capital breakdown £m
Operating EBITDA
Increase in trade and other payables
Other items
(Decrease) in provisions
(Increase) in inventory
Changes in working capital
R&D tax credit
Net interest
Lease payments
Capex
Acquisition of subsidiary
Non-cash gain
Working capital movement
Increase in contract liabilities
Operating cash
(Increase) in trade and other receivables
100
80
60
40
20
0
60.7
8.7
–21.7
18.2
2.3
3.0
5.1
-2.2
-12.4
-9.9
-4.8
-3.3
-2.0
Net proceeds financing
FX
Closing cash
61.2 96.9
-0.8
3.0
Acquisition of NCI
–0.2
–0.2
–1.8
23
Strategic reportCorporate GovernanceFinancial statementsOther information
Cash Flow
£'m 2025 2024 2023 2022 2021
Operating (loss)/profit (22.5) (39.4) (184.2) (30.2) 20.8
Non-cash items included in operating loss
1
24.8 24.1 131.4 31.8 15.1
Operating EBITDA
2
2.3 (15.3) (52.8) 1.6 35.9
Non-cash gain (9.9) - - - -
Working capital movement
3
3.0 (35.4) 16.8 (14.8) (11.4)
Cash (used in)/ generated from operations (4.6) (50.7) (36.0) (13.2) 24.5
R&D tax credit received 5.1 - 7.5 0.6 1.0
Net Cash generated from / (used in) operations 0.5 (50.7) (28.5) (12.6) 25.5
Interest paid, less received (2.2) - 0.1 (4.1) -
Lease payments (12.4) (10.1) (9.2) - -
Capex
4
(4.8) (7.5) (1.4) (16.3) (9.5)
Net cash (burn) / inflow
5
(18.9) (68.2) (39.1) (33.0) 16.0
Acquisition of subsidiary (3.3) 9.0 - (99.2) -
Sale of building - - - 60.0 -
Net proceeds from financing
6
59.2 17.1 0.6 104.6 46.2
Movement in year 37.0 (42.1) (38.4) 32.4 62.2
1
Depreciation, Amortisation, Impairment, revaluation of investments and assets at fair value through profit and loss, and share based payments.
2
Operating EBITDA (Earnings Before Interest, Tax, Depreciation, Amortisation, Impairment, revaluation of investments and assets at fair value through profit and loss and share based
payments) is a non-GAAP measure often used as a surrogate for operational cash flow as it excludes from operating profit or loss certain non-cash items, including the charge for share
based payments. However, deferred bonus share option charges are not added back to operating profits in the determination of Operating EBITDA as they may be paid in cash upon
the instruction of the Remuneration Committee. Gains and losses from acquisitions are included within EBITDA as they relate to trading businesses acquired and the ongoing costs of
running the sites are within EBITDA.
3
This isChanges in working capital and reversal of the Gain on sale of building as outlined in note 30: Cash flow from operating activities on page 170.
4
This is Purchases of property, plant and equipment as per the cash flow statement which excludes additions to Right-of-use assets. A reconciliation to GAAP measures is provided on
page 123
5
Cash (burn)/inflow is net cash generated from operations plus net interest paid plus capital expenditure.
6
This is net cash generated from financing activities as per the Cash flow statement on page 123 excluding interest paid and lease liability payments.
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
24 Financial Review (Continued)
The Group held £96.9million of cash at 31 December 2025 (2024: £60.7million). Significant movements across
the year, are explained below:
• The operating EBITDA profit of £2.3million.
• A positive working capital movement of £3.0million principally driven by:
◦ An increase in Trade and other receivables of £12.3million to £71.3million (2024: £59.0million). This
significant increase on 2024 is directly related to increased activity in the second half of 2025, which
resulted in £22.7million of Trade receivables at the end of 2025 for invoices not yet due (2024:
£23.3million) and £25.2million of contract assets (2024: £18.0million) from inflight manufacturing
batches and in progress development projects all of which will be invoiced in 2026.
◦ An increase in Trade and other payables of £9.2million to £35.4million (2024: £26.2million). The year end
Trade payables balance was £4.6million higher than 2024, relating to the increased purchasing activity in
Q4 ready for 2026 production. The accruals in 2025 increased by £3.9million include the corporate bonus
accrual on a higher performance level on an increased headcount and the associated taxes which have
increased in the UK by 1.2% in the comparative period.
◦ An increase in Contract Liabilities and Deferred Income of £18.2million to £43.5million (2024:
£25.3million). This increase is driven by the utilisation of suite dedication commitments securing
manufacturing availability throughout 2026.
• In March 2025, the 2023 RDEC from HMRC was received and the 2024 UK RDEC refund, which remained
outstanding at year end was received in February 2026. Due to this timing in the comparable period there
was no receipt. Both the 2021 and 2022 RDEC tax credits were received in 2023.
• Purchases of property, plant and equipment of £(4.8)million (2024: £(7.5)million), as the Group concluded
its investment in the expansion of lentiviral development and manufacturing capabilities to the sites in the US
and France as part of the execution of its "One OXB" strategy.
• Lease payments of £(12.4)million (2024: £(10.1)million) for all facilities which have increased but the impact
is reduced due to the translation of the USD lease payment due to favourable exchange rates. In 2025, the
new Durham, NC lease was payable from Q4 2025. The UK Corporate office lease ceased in April 2025.
• The acquisition of the Durham, NC facility in October 2025 resulted in an outflow of £(3.3)million.
• The net proceeds from financing (excluding finance leases and interest) during 2025 was £59.2million, net
of proceeds from the equity raise in August 2025 of £58.1million in addition to the net loan movements
£3.2million.
The result of the above movements is a net increase of £37.0million which, together with a negative movement
in foreign currency balances of £0.8million, leads to a increase in cash from £60.7million to £96.9million.
Subsequent events
On 16 March 2026, the Board approved the draw down of a further $15million under the existing Oaktree loan
facility, from the total principal amount of $125million.
OXB remains highly confident in the growth outlook for the cell and gene therapy sector, underpinned by
strong market fundamentals. Outsourcing demand continues to support OXB’s market‑share ambition, with the
viral vector CDMO market expected to grow at c.18% CAGR through 2031
1
.
These dynamics are driving increased demand for outsourced viral vector manufacturing, positioning OXB to
capitalise on this trend through its multi-vector global network and established track record as a pure-play cell
and gene therapy CDMO.
The Company’s strong revenue growth trajectory, combined with its scalable operating model is expected
to drive increased operational leverage, as volumes expand. Margins will further benefit from ongoing cost
discipline. Together, these factors are expected to support above-market growth and continued expansion in
EBITDA margins.
1
Source: GlobalData and company estimates
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
25
Strategic reportCorporate GovernanceFinancial statementsOther information
Financial Guidance
Financial metric Guidance
1
Revenue 2026:£220-£240million
2027: 25%-30% year-on-year growth
2028: 25%-30% year-on-year growth
Operating EBITDA margins 2026: c.10%
2027: >20%
Long term: Approaching c.30% (within 5-6 years
2
)
Capex 2026 and 2027 (in aggregate): c.£50million, c.£20- £25million per year thereafter
1
Excludes the impact of FX fluctuations
2
From FY2025
On a constant currency basis, FY 2026 revenues are expected to be between £220-240million, representing
>35% CAGR for 2023-2026 and Operating EBITDA margin is expected to be approximately 10%. 60%
of forecasted 2026 revenues are covered by contracted client orders (subject to revenue performance
obligations), with over 80% coverage including the risk adjusted pipeline, providing good visibility for the year
1
.
As at 31 December 2025, the Group’s revenue backlog was approximately £204million, an increase from
approximately £150million at the end of FY 2024. This backlog is the amount of future revenue available to earn
from current orders.
As a result of planned activities in FY 2026, revenues and EBITDA will be second half weighted. H1 2026 will
absorb planned shutdowns for routine maintenance, as in prior years, with additional non-recurring costs,
principally related to the completion of AAV and lentiviral technology transfer costs and ongoing Durham, NC
integration. Due to the phasing of revenues, planned shutdowns and non-recurring costs, H1 2026 is expected
to be loss-making on an EBITDA level. We anticipate a double-digit Operating EBITDA margin in H2 2026, with
H2 set to benefit from the completion of the AAV and lentiviral vector technology transfers in France and the
ramp up of Durham, NC revenues, with work from new clients already planned.
The addition of the Durham FDA-approved commercial-scale viral vector facility has provided a capital-efficient
route to expanding OXB's capacity in the US. Therefore, capital expenditure, including strategic investments for
future growth, is now expected to be approximately £50million in the aggregate for 2026 and 2027, a reduction
from the £60million previously communicated.
1
As at February 2026
Viability Statement
The Directors have assessed the prospects of the Group over the three years to December 2028. They believe
three years to be appropriate due to the inherent significant uncertainties of forecasting within and beyond this
time horizon given the nature of the business sector in which the Group operates. The assessment has been
performed by developing and updating the long range plan that covers the viability assessment period which
the Board has scrutinised in depth together with its financial advisers prior to the publication of this statement.
The Group’s strategy is to exploit its platform technologies in lentiviral vector (LentiVector
TM
), AAV and others
to support the development of other companies’ cell and gene therapy products. The Group is generating
growing cell and gene therapy revenues from providing process development and manufacturing services to
other companies and fees for licensing its platform technology, generating upfront receipts and royalties. Over
the three years to December 2028 the Directors believe that revenues from providing process development
and manufacturing services to its clients and from licensing its technology to third parties will be sufficient to
support a sustainable Group.
The following factors are considered both in the formulation of the Group’s strategy and in the assessment of
the Group’s prospects over the three-year period:
• The principal risks and uncertainties faced by the Group, including emerging risks as they are identified (such
as climate change) and the Group’s response to these.
• The prevailing economic climate and global economy, competitor activity, market dynamics and changing
client behaviours.
• How the Group can best position itself to take advantage of the current opportunities within the cell and
gene therapy and adenovirus markets.
• Opportunities for further technology investment and innovation.
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
26 Financial Review (Continued)
• The resilience afforded by the Group’s enviable technology platform and innovation capabilities.
• The financial viability of the Group, taking into account its current financial position and ability to secure
futur
e financing either to repay or refinance the existing Oaktree loan when it falls due in 2029.
Going Concern
The financial position of the Group and the Company, their cash flows and liquidity position are described in the
Financial Statements and notes section of this Annual report and accounts.
The Group and the Company made a loss after tax for the year ended 31 December 2025 of £30.6million and
£10.7million respectively and generated net cash flows from operating activities for the year of £0.5million and
£0.7million respectively.
The Group also:
• Refinanced its existing $50million four-year term loan facility, which was due for repayment in October
2026, into a new four-year loan facility of up to $125million, which is due for repayment in August 2029.
• Completed an equity raise at a price of £4.31 per share raising gross proceeds of approximately £60million.
• Completed a business combination transaction to acquire a custom-built, state-of-the-art cell and gene
therapy viral vector manufacturing facility in Durham, NC from RTP Operating, LLC, a subsidiary of National
Resilience Holdco, Inc. for a consideration of $4.5million.
• Ended the period with cash and cash equivalents of £96.9million.
In considering the basis of preparation of the FY25 Annual report and accounts, the Directors have prepared
cash flow forecasts for a period of at least 12 months from the date of approval of these financial statements,
based in the first instance on the Group’s 2026 budget and forecasts for 2027. The Directors have undertaken
a rigor
ous assessment of the forecasts in a base case scenario and assessed identified downside risks and
mitigating actions. These cash flow forecasts also take into consideration severe but plausible downside
scenarios including:
• Commercial challenges leading to a substantial manufacturing and development revenue downside affecting
both the LentiVector
TM
platform and AAV businesses.
• Considerable reduction in revenues from new clients.
• Significant reduction in future licence revenues.
• The potential impacts of a downturn in the biotechnology sector on the Group and its clients including
expected revenues from existing clients.
Under both the base case and mitigated downside scenario, the Group and the Company have sufficient cash
resources to continue in operation for a period of at least 12 months from the date of approval of these
financial statements.
In the event of all the downside scenarios above crystallising, the Group and Company would continue
to comply with its existing loan covenants beyond December 2027 without taking any mitigating actions.
Should the Group's outlook worsen beyond what has been modelled in the downside scenario, the Board has
mitigating actions in place that are largely within its control that would enable the Group to reduce its spend
within a reasonably short time-frame to increase the Group and the Company's cash covenant headroom as
required by the Oaktree loan. Specifically, the Group will continue to monitor its performance against the base
case scenario and if base case cash-flows do not crystallise, start taking mitigating actions by the end of Q3
2026 which may include pausing recruitment or rationalisation of facilities.
In addition, the Board has confidence in the Group and the Company's ability to continue as a going concern
for the following reasons:
• As noted above, the Group has cash balances of £96.9million at the end of December 2025.
• High level of contracted client orders and strength of pipeline of commercial opportunities.
• The Group's ability to continue to be successful in winning new clients and building its brand as
demonstrated by successfully entering into new client agreements including with multiple new clients over
recent years.
• The Group has the ability to control capital expenditure and lower other operational spend, as necessary.
Taking account of the matters described above, the Directors are confident that the Group and the Company
will ha
ve sufficient funds to continue to meet their liabilities as they fall due for at least 12 months from the
date of approval of the financial statements and therefore have prepared the financial statements on a going
concern basis.
Dr. Lucinda Crabtree
Chief Financial Officer
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
WEIGHTING OBJECTIVES
10%
30%
60%
PEOPLE
Employee Engagement: Increase employee engagement in 2026 'Your Voice' Survey,
noting an improvement in average score of 5 key organisational health questions from
the 2024 'Your Voice' and 2025 Pulse survey.(10%)
CLIENT-CENTRIC EXCELLENCE
Delivery on-time: Ensure 90% delivery on-time for GMP batches (vector substance)
manufactured according to plan. (12.5%)
Delivery on-quality: Less than 10% overdues
1
(global; weighted per site). (12.5%)
ESG: Re-base decarbonisation targets to include Durham, NC and re-validate Science
based emission targets. (5%)
FINANCIALS
Revenues: Ensure revenue growth according to guidance (including licenses excluding
FX fluctuations).(30%)
EBITDA: Achieve profitability of 10% on EBITDA level (excluding FX fluctuations). (30%)
27
Strategic reportCorporate GovernanceFinancial statementsOther information
Objectives set for 2026
The Company objectives for 2026 apply to all OXB entities.
They are cascaded across all sites and incorporated in employees'
personal objectives.
The Remuneration Committee is responsible for assessing the achievement of the above objectives and has the
discretion to determine the extent to which each objective is met, partially met or exceeded. The Remuneration
Committee will also take into consideration the circumstances in which the objectives were achieved, for
example, the market conditions, if achieved on time and to budget.
1. *measured against the respective due dates
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
KEY STAKEHOLDERS
Shareholders
Patients
Clients
Regulators
Local
communities
Suppliers
Employees
28
OXB's stakeholders
The Board is committed to maintaining effective engagement and an active dialogue with
its stakeholders. Taking into consideration the needs and expectations of OXB's stakeholders
is essential to achieving the Group's mission of enabling its clients to deliver life-changing
therapies to patients.
s172 (1) of the Companies Act 2006
This section forms part of the Directors’ statement required under section 414CZA of the Companies Act 2006.
The Board confirms that, for the year ended 31 December 2025, it has acted to promote the success of the
Group for the benefit of its shareholders as a whole, while having due regard to the matters specified in section
172(1) of the Companies Act 2006.
Consistent communication with stakeholders remains a priority for the Board and the CET, who maintain
regular touchpoints to stay informed of stakeholder views and interests. The insights derived from this
engagement help to both inform Board decision‑making and shape the Group’s long‑term strategy.
Accordingly, this section identifies the Group's key stakeholders, summarises how OXB has engaged with these
stakeholders during the year and how the Directors have taken these matters into account in their decisions.
An example of how the Board factors the potential impact of its decisions into boardroom discussions and
considers stakeholders needs and concerns is demonstrated in the stakeholder study on pages 34-35.
The Group works effectively with its employees, regulators and suppliers, to enable its clients to deliver
life‑changing therapies to patients, to make a positive contribution to local communities and to achieve long
term sustainable returns for its shareholders. Acting in a fair and responsible manner to maintain a reputation
for high standards of business is a core element of the Group's business practices as demonstrated in the ESG
report on pages 36-57.
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
29
Strategic reportCorporate GovernanceFinancial statementsOther information
Stakeholders
How the Board and the wider
Group engages Key areas of focus
Highlights of how the key areas of
focus were addressed in 2025 Further links
Patients
The Group works
with its clients to
develop innovative
products to
provide life-changing
therapies to patients.
The Group's engagement with
patients is indirect.
Members of the ITEB routinely
consult with key opinion leaders to
identify opportunities to enhance
scientific capabilities and ensure
that OXB remains at the forefront of
developing innovative technologies.
The Board is kept updated on
such consultations.
The Group works closely with
its clients to understand their
needs and ultimately the needs
of the patients. Needs identified
are addressed through targeted
investments and innovation in
relation to OXB’s technologies
and capabilities, with overall
governance supported through the
Global Technical and Innovation
Committee (GTIC).
The Group continuously pursues
expansion opportunities to scale up
its manufacturing capacity in line
with client demand.
Identify
opportunities to
enhance scientific
capabilities.
Enable client-led
product candidates
to enter the market.
Increase in the
client demand.
The ITEB was launched, bringing
together leading experts in cell and
gene therapy, scientific innovation
and advanced manufacturing. The
ITEB advises on technology priorities,
innovation opportunities and emerging
trends that support the Group's growth
as a pure-play CDMO.
OXB continued to implement well-
designed and efficient processes
and capabilities to help client-
led product candidates enter the
market rapidly while maintaining high-
quality standards.
The Group enabled lentiviral vector and
AAV development and manufacturing
capabilities across the sites in the UK,
the US and France to broaden the
scope of its commercial scale expertise
and to roll out its expanded capabilities
to new and existing clients ultimately
benefiting patients.
OXB acquired the commercial-ready
FDA-approved Durham, NC facility to
add US GMP capacity across drug
substance and fill-finish.
P 8-9 Group at
a glance
P 34-35
Stakeholder case
study
P 48 Patients
section of the
ESG report
Clients
The continued
performance of the
Group's business
would not be
possible without
understanding the
needs and future
aspirations of
its clients. In
addition, the Group's
manufacturing
expertise has
attracted a broader
client base.
The Group's Project Management
department, the Business
Development team, the Chief
Executive Officer (CEO) and the
members of the CET regularly
discuss performance and goals with
clients. In turn, client feedback
is incorporated into the Group's
schedules and strategy.
The Group communicates with
its clients through meetings,
engagement events and industry
forums. This active engagement
ensures that the Group understands
its clients' needs and assists the
Group in helping clients to achieve
their business goals.
The Chief Business Officer (CBO)
presents a regular update on the
Group’s client relationships at each
Board meeting.
Understand clients’
needs to
refine expertise.
Deliver to
meet clients’
business goals.
Offer expert
manufacturing
capabilities
to clients.
OXB successfully forged multiple new
client relationships by gaining insight
into the client's needs and fulfilling
their expectations.
Client programmes were progressed
in line with discussed goals and key
performance indicators.
The Group managed the expansion
in client activity by deploying teams
across its global network, enabled by the
integrated "One OXB" operating model.
OXB progressed the technology transfer
of the AAV platform from the US and the
lentiviral vector platform from the UK to
France. AAV process development and
pilot manufacturing capabilities are now
available to clients in France.
The Group provided support to pre-
existing Durham, NC clients and
engaged with past, current and
prospective clients to reinforce the
strategic value of OXB's expanded
US footprint.
P 2-5
Chair's statement
P 8-9 Group at
a glance
P 12-15
Chief Executive
Officer's statement
P 16-26
Financial Review
P 34-35
Stakeholder case
study
P 58-66 Principal
risks, uncertainties
and risk
management
framework
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
30 OXB's stakeholders (Continued)
Stakeholders
How the Board and the wider
Group engages
Key areas of
focus
Highlights of how the key areas of
focus were addressed in 2025 Further links
Shareholders
The Group’s
shareholders play
an important role
in monitoring and
safeguarding the
governance of
the Group.
The Group ensures that
shareholder views are brought
into the boardroom and are
considered in its decision-making
through the Group's investor
relations programme.
The Board’s primary engagement
with investors comes through the
Group’s CEO and Chief Financial
Officer (CFO), who meet with
investors and sell-side analysts and
present the Group’s results to
the market.
The Board receives regular
updates from the Investor
Relations function, which includes
investor feedback, analysts’
recommendations and market
views. The Board also receives
investor feedback from the Group’s
brokers and financial advisers.
The Board ensures that all
shareholders have equal access
to information through regulatory
announcements, general meetings
and publications on OXB's website.
Progress updates
on business
activity.
Financial
performance.
Relationship with
major
shareholders.
The Board received regular updates
on investor activity and share
price performance.
Regular one-to-one meetings / calls
with the investor community were
held in person and virtually enabling a
valuable two-way dialogue on a range
of topics including the investors’ views
of OXB's financial performance, strategic
priorities and other matters.
Private shareholders were invited to
attend and participate in the Annual
General Meeting (AGM) in person as well
as offered the ability to vote by proxy
and ask questions ahead of the AGM if in
person attendance was not possible.
Laurence Espinasse represented Institut
Mérieux SA (Institut Mérieux) throughout
the year and Robert Ghenchev
represented Novo until 20 October
2025 when he stepped down from
the Board following his departure
from Novo.
The Board welcomed Justin Galen,
Senior Advisor at Briarwood Chase
Management LLC (Briarwood) as a
Board observer to represent the interests
of Briarwood in November 2025.
P
34-35 Stakeholder
case study
P 68-69 Corporate
Governance report
P 78 Communication
with shareholders
P 114 Substantial
shareholdings
P 90 Director's
Remuneration Report
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
31
Strategic reportCorporate GovernanceFinancial statementsOther information
Stakeholders
How the Board and the wider
Group engages Key areas of focus
Highlights of how the key areas of
focus were addressed in 2025 Further links
Employees
The Group has
an experienced,
diverse and
dedicated
workforce, which
it recognises as
a key asset of
the business. It is
important that the
Group continues
to create the right
environment to
attract, develop
and retain highly
motivated people.
The Group has an open,
collaborative and inclusive
management structure which
engages regularly with employees.
All employees benefit from
regular manager one-to-one
meetings, an appraisal process,
career conversations including
development plans, employee
surveys, webinars, digital sharing
platforms, presentations, town hall
meetings, email briefings, site visits
by the Board members and an
Equality, Diversity and Inclusion
(EDI) and wellbeing programme.
Global managers are offered
development programmes to help
improve management capabilities
and to develop their best teams.
Employee engagement and Group
culture is frequently measured.
From January 2025, Professor
Dame Kay Davies was the
designated Non-Executive Director
tasked with gathering the views
of the workforce and overseeing
employee engagement.
All UK employees received
mandatory annual EDI and
sexual‑harassment‑prevention
training.
Operational
excellence to support
driving efficiencies
and to improve
workload
management.
Health, safety
and wellbeing.
Equality, Diversity
and Inclusion.
Management
development.
Communicating
business updates to
embed the Group
vision and strategy
within the operations.
Employee
Engagement.
Kaizen workshops covering a range of
technical and soft skills with a focus on
operational excellence were attended by
more than 400 employees.
OXB implemented several action plans
in response to employee feedback
from the 2024 Your Voice survey
and the November 2025 pulse survey
showed notable improvement across all
measured areas.
Training and development opportunities
were provided for more than 200 of
OXB's global managers and leaders to
focus on addressing key business needs
and to up-skill new managers in building
their best teams.
During the year, there was a transition
from site‑specific Health and Safety
(H&S) objectives to Group‑wide H&S
performance metrics.
The Group’s EDI plan in 2025 included
a range of activities to raise awareness
of the support available, including the
launch of a new wellbeing platform in
the UK.
The Workforce Engagement Panel
(WEP) held eight meetings in 2025, with
Professor Dame Kay Davies attending
two of them and the WEP Chair and
Deputy Chair presenting to the Board on
two occasions.
Ongoing efforts to improve the
frequency and variety of employee
communication have been well
received, including regular townhall
meetings, "Meet the Management" Q&A
sessions, newsletters and site leadership
video updates. In addition, a new
intranet and communication platform
was launched.
P 34-35
Stakeholder case
study
P 49 Employees
P 51 Group
Headcount
P 52 Health
and Wellbeing
P 52 Health
and Safety
P 58-66 Principal
risks, uncertainties
and risk
management
framework
P 81 Equality,
Diversity
and Inclusion
P 115 Statement of
employee
engagement
P 116 Employee
share schemes
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
32 OXB's stakeholders (Continued)
Stakeholders
How the Board and the wider
Group engages Key areas of focus
Highlights of how the key areas of
focus were addressed in 2025 Further links
Local
Communities
The Group is
committed to
supporting the
communities in which
it operates, including
local businesses,
residents, schools and
the wider public.
The Group encourages its
employees to engage with the local
communities through volunteering,
fundraising and charity work.
The Group operates a formal
apprenticeship programme and
employees of the Group
attend schools and careers
fairs and provide work
experience opportunities.
The Group liaises with
industry bodies and government
organisations to enhance the
positive impact the Group has on
the communities and sector in
which it operates.
The Board is kept updated on the
various community initiatives.
Apprenticeships.
School and
careers events.
Fundraising
for charities.
Volunteering for
local charities /
organisations.
In 2025, the Group had 16 apprentices,
one of whom completed their Master of
Research Scientist from Aston University.
The remaining apprentices continue to
make good progress and will move
on to the next level to become full-
time scientists.
OXB UK continued its outreach work
by attending the OxLEP Careers Fest
in March 2025 and supporting a mock
interview day at a local school in
July 2025.
OXB UK continued to support the
Advanced Bioscience of Viral Products
Collaboration Training Partnership .
The Group raised over £11,000 for
its chosen charities through various
fundraising events run by local
employee-led committees.
OXB France continued its membership
in leading industry associations,
supporting employee access to
shared technical, scientific, legal and
regulatory updates.
During the year, the equivalent of
more than 82 days were used by OXB
employees to volunteer their time for
local charities in activities ranging from
planting trees to supporting food banks.
P 34-35
Stakeholder case
study
P 53 Volunteering
P 53 Charitable
Giving
P 54
Apprenticeship
Scheme
P 54 Academic
collaborations
Suppliers
The Group
proudly partners
with key strategic
suppliers and
relies on
trusted third-party
providers for
various activities.
Through effective collaboration, the
Group aims to build long term
relationships with its suppliers so
that all parties benefit.
The Business Development team,
Operations team, Chief Operations
Officer (COO) and CFO have
regular supplier meetings and
business reviews.
The Group has formalised its
Supplier Code of Conduct and
the project teams report any
concerns regarding suppliers and
the broader supply chain to the
Finance Department.
Strengthen and
maintain robust
supplier relationships.
Increase focus
on updating
supplier standards
to incorporate
Environmental,
Social and
Governance criteria.
New tools to perform due diligence
on its suppliers including quality audits
continued to be developed.
Procurement and supplier functions
were enhanced to interact with suppliers
more effectively.
During 2025, a harmonised global
Supplier Code of Conduct was
developed and rolled out to all the
suppliers across the Group.
Technology solutions to support KYC
and other compliance for suppliers
were investigated.
P 52 Supply chain
P 38 Environment
P 57 Human rights
and anti-slavery
P 58 Principal risks,
uncertainties and risk
management
framework
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
33
Strategic reportCorporate GovernanceFinancial statementsOther information
Stakeholders
How the Board and the wider
Group engages Key areas of focus
Highlights of how the key areas of
focus were addressed in 2025 Further links
Regulators
The Board
continues to
foster open
and transparent
engagement with
its regulators.
The CET engages actively with
various government regulatory
bodies, industry bodies and advisers
to keep abreast of potential changes
on a regular basis and provide
regular updates to the Board.
Interaction with international
regulatory authorities is actively
pursued through draft consultation
documents and innovative
manufacturing initiatives.
The Group encourages open
and transparent communication
with regulators and clients during
compliance audits.
Drug master files and product
specification files are maintained.
The Chief Legal Officer (CLO)
arranges regular Corporate
Governance updates to the Board.
Updates were provided to the
Board on macroeconomic, legal
and regulatory developments and
their impact on the Group’s strategy
and financial position.
Engage with regulators in
a timely manner.
Ensure GMP regulatory
compliance on a day-to-
day basis.
Protect proprietary
information
and know-how.
Compliance with the UK
Corporate Governance
Code 2024 and other
regulatory requirements.
During 2025, a new Global Head of
Quality was appointed to support the
Board and the Management in their
interactions with the regulators.
An inspection of the UK site was
successfully conducted by the South
Korean Regulatory Authority with zero
written observations.
No other regulatory inspections were
conducted across other OXB sites.
A mock pre-approval inspection was
conducted in October 2025 to
verify that OXB's facilities, processes,
documentation and personnel meet the
required standards for GMP.
During the year, a new GxP document
management and training system
was implemented.
Throughout the year, Management
continued to review the OXB
Pharmaceutical Quality System
at monthly Quality Management
Review Forums.
The Legal team regularly reviewed
compliance with the UK Corporate
Governance Code 2024 and other
relevant regulations with updates
provided to the Board on issues,
including amongst other things, on
Provision 29 of the UK Corporate
Governance Code 2024, changes to the
blocklisting regime, identity verification
and the new corporate criminal offence
of 'failure to prevent fraud' under
ECCTA 2023.
The Group engaged with the Financial
Reporting Council on the review of
share‑based payment disclosures in the
2024 Annual Report and accounts,
which was highlighted as an example of
good practice.
The Legal team continued the
implementation of global corporate
and regulatory policies across all sites
including the global roll-out of training
on new corporate criminal offence
of 'failure to prevent fraud' under
ECCTA 2023.
P 56 UK
Corporate
Governance
Code 2024 and
Listing Rules
P 58 Legal,
Regulatory and
Compliance risks
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
OXB expands US footprint with acquisition of commercial-scale
viral vector facility in Durham, North Carolina
In line with OXB's strategy to add US GMP capacity across drug substance and
fill-finish to meet growing client demand, OXB acquired a custom-built, state-of-
the-art cell and gene therapy viral vector manufacturing facility in Durham, North
Carolina from RTP Operating, LLC, a subsidiary of National Resilience Holdco, Inc.
in October 2025.
34
Stakeholder case study
Patients
The acquisition of a
commercial-ready FDA-
approved facility in
Durham, NC represents
an important step towards
accelerating patient
access to advanced
cell and gene therapies.
The facility's commercial-
scale manufacturing
capability ensures that
promising late-stage
therapies can transition
more smoothly from
clinical trials to approved
treatments, thereby
helping improve the
global healthcare impact.
Increased manufacturing
capacity helps ensure
innovative therapies
reach patients more
quickly and reliably.
In addition, localised
production could reduce
manufacturing and
transportation costs, with
the potential to ultimately
lower the cost of
therapies for patients in
the future.
Clients
The Durham, NC
facility adds commercial-
scale, end-to-end
manufacturing services,
from drug substance to
fill-finish, to OXB's US
site network. This FDA-
approved site increases
the Group's GMP
capacity andsupports the
scale up of OXB's late-
stage and commercial
client programmes,
accelerating its ability to
meet growing demand
from existing clients
while supporting new
business opportunities.
For North American
clients, proximity to
a high-quality GMP
facility in the Research
Triangle Park (RTP)
in Durham, North
Carolina offers significant
logistical and collaborative
advantages. These include
more convenient site
visits, communication
and project oversight,
as well as greater
supply chain resilience
amid an evolving
macroeconomic and
geopolitical landscape.
Shareholders
The acquisition of the
Durham, NC facility
represents a strategic
expansion fully aligned
with OXB’s long-term
growth strategy. The
transaction strengthened
the Group’s ability
to deliver continued
above‑market growth by
increasing OXB’s US late-
stage and commercial
manufacturing capability.
Importantly, the expanded
US footprint enhances
OXB’s ability to meet
growing client demand.
Following the significant
turnaround to EBITDA
profitability in 2025,
the acquisition provides
additional capacity and
strategic reach to build on
that momentum in 2026.
It also strengthens OXB’s
competitive position
in the global viral
vector market.
Overall, the transaction
represents a disciplined
and capital‑efficient
investment, delivering
attractive value while
supporting long‑term
shareholder returns.
Employees
The Durham, NC
facility complements
OXB's existing capabilities
with a focus on
clinical and commercial-
scale manufacturing. The
Bedford, MA facility
is transferring its
manufacturing capabilities
to Durham, NC facility
and will remain an AAV
centre of excellence for
process and analytical
development. Bedford,
MA employees involved
in manufacturing have
been informed that
their positions will be
impacted and are being
offered severance and
outplacement services.
With OXB's newly
expanded US footprint,
opportunities are being
created for cross-site
collaboration, career
development and access
to advanced training
and technologies. The
increased manufacturing
capabilities provides
employees with enhanced
career prospects and
potential involvement
in larger, late-stage
and commercial
programmes, fostering
a more integrated and
resilient workforce.
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
The acquisition of the Durham, NC site strengthens OXB’s position as a leading partner for cell and gene therapy developers
by providing reliable, high-quality and locally accessible manufacturing support. It also provides OXB with commercial-scale
manufacturing capability in the US, the world's largest viral vector manufacturing market, where demand for commercial-scale
AAV capacity continues to accelerate. Located in the RTP biopharma hub, the site offers access to a skilled workforce and strong
industry networks, positioning OXB to support clients globally across all major viral vector types and stages of development in
advanced gene therapies to the benefit of patients worldwide.
In fulfilling their duties under Section 172 of the Companies Act 2006, the Board carefully considered the impact on all
stakeholders and concluded that proceeding with the acquisition of the Durham, NC site was in the best interests of all
stakeholders and the Group.
CONCLUSION
35
Strategic reportCorporate GovernanceFinancial statementsOther information
Employees
(continued)
In close proximity to
world-class universities, it
has access to a deep
talent pool and a strong
culture of collaboration
and innovation. The
Bedford, MA and Durham,
NC teams are forging
a strong partnership
to ensure efficient and
successful technology
transfers in the future.
Local communities
The Durham, NC
facility contributes
positively to the local
economy through job
creation, investment and
collaboration within the
thriving RTP biopharma
ecosystem. The site brings
high-skilled employment
opportunities, supports
the regional supply chain
and strengthens North
Carolina's position as a
leader in life sciences
innovation. It is a place
where science, talent
and community come
together. OXB's presence
reinforces its commitment
to responsible growth
and social value in
the communities where
it operates.
Suppliers
The Durham, NC facility
integrates seamlessly
into OXB's global
manufacturing network
across UK, France and
the US creating expanded
opportunities for
suppliers. With additional
GMP suites, Quality
Control laboratories and
warehousing capacity,
OXB's procurement needs
will increase and with
it the opportunity
to enhance supplier
partnerships. The US-
based commercial-scale
facility also reduces
dependency on overseas
production, improving
supply chain stability
and minimising potential
delays in the availability of
critical therapies. It also
provides an end-to-end
manufacturing solution
in the US, benefiting
supplier engagement
in the evolving
macroeconomic and
geopolitical landscape.
Regulators
The Board assessed the
acquisition's effect on the
Group's relationships with
regulators in the UK,
the US and France. With
the Durham, NC facility
already holding FDA
approval, the Group is
well positioned to manage
regulatory requirements
efficiently. The Board
concluded that the
acquisition would not
significantly affect existing
regulatory relationships.
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
OXB's ESG mission
To enable our clients to deliver
life-changing cell and gene therapies
to patients in an ethical and socially
responsible way
36
ESG report
Operating responsibly at OXB
2025 marked a landmark year for OXB in progressing its ESG commitments. The Group exceeded its
environmental targets, cutting direct operational emissions by more than 6% and achieving a cumulative
reduction of nearly 40% against its 2021 baseline, putting it within striking distance of its goal to reduce Scope
1 & 2 emissions by 42% in absolute terms by 2030. On Scope 3 emissions, OXB deepened its engagement with
suppliers, with Science-Based Targets (SBTs) now covering 70% of purchased goods and services emissions,
moving closer to its 90% ambition by 2030. The Group also made meaningful strides in its social responsibility
efforts through expanded employee engagement and wellbeing programmes across its sites and surrounding
communities. Underpinning these achievements was a fully embedded governance framework operating across
OXB’s global sites, driving collaboration, integration and sustainable decision-making.
2025 was the first year ESG-linked KPIs were included in the annual bonus arrangements. Strong performance
against these KPIs was delivered across the organisation, with an increase in both decarbonisation and
employee engagement.This success, coupled with reports of strengthened accountability and improved
prioritisation has led to new ESG KPIs being included in the 2026 corporate objectives. These include re-
baselining the Scope 1, 2 and 3 emissions targets to include the Durham, NC facility and re-validating the
science based emission targets as a result.
Looking ahead, the Board challenged Management to further evolve its Social and Governance scorecards
from recording task-based activities in 2025 to measuring impact metrics in 2026, tracking the tangible
impact of OXB's actions on patient health outcomes, employee morale and employee engagement. The
Environmental, Social, Governance and Risk Committee (ESGR Committee) and Site ESGR Committees
recommended a series of treatment-enabling metrics and the Board agreed to use these in the 2026 Social
and Governance scorecards.
A more granular overview of OXB's commitment to sustainable business practices is provided in the following
ESG section, including details of how the Group conducts its business ethically and sustainably while creating
long-term value for all of its stakeholders.
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
* 2025 ESG-focused KPIs through Group's
compensation framework.
^
2026 ESG-focused KPIs aligned to annual bonus payments
through Group's compensation framework.
Environment Objectives
— Achieve a 6% reduction across
combined Scope 1&2 GHG
emissions*
— Achieve SBTi validation for near-
term GHG targets
— Undertake water efficiency
assessments across all sites
Social Objectives
— Foster a diverse, inclusive and
equitable workplace through the
ongoing implementation and roll
out of global EDI strategy and local
initiatives
— Implement EDI training for OXB
UK with a 95% completion rate
— Support employee wellbeing,
safety and development
— Increase employee engagement*
— Continue to encourage
employees to support the
community through volunteering
days
— Roll out the updated Supplier
Code of Conduct across all sites
— 90% of spend covered by suppliers
across all sites to agree to OXB's
Supplier Code of Conduct by the
end of 2025
Governance Objectives
— Hold ESGR Committee meetings
3 times a year – dates aligned with
reporting to CET and the Board
— Hold site-level ESGR Committee
meetings 3 times a year- dates
aligned with reporting to CET and
the Board
— Develop Terms of Reference for
ESGR Committee
Environment Objectives
— Achieve further 5% reduction across
combined Scope 1 & 2 GHG emissions
— Integrate the Durham, NC facility into
decarbonisation baseline
^
— Revalidate Science Based Emissions Target
^
— Undertake water efficiency assessments
across UK and France facilities
Social Objectives
Patient Impact Metrics:
— Track the number of batches produced
with a calculated estimate of number of
patients per batch
Community Metrics:
— Increase the number of volunteering days
across the Group (minimum 65 days)
EDI metrics:
— Increase the average score for the
wellbeing questions within the "Your Voice"
survey to 82% (current average 78%)
Supply Chain Metrics:
– 90% of UK/US/France spend covered by
suppliers agreeing to OXB's Supplier Code
of Conduct
H&S Metrics:
— Achieve 95% health and safety training
across all sites
Governance Objectives
— Achieve 75% Group-wide completion of
OXB mandatory corporate training
OBJECTIVES 2025
Progress Status
Achieved
Achieved
Achieved
Achieved
Achieved
Achieved
Achieved
Achieved
Achieved
Achieved
Achieved
Not achieved
Not achieved
OBJECTIVES 2026
37
Strategic reportCorporate GovernanceFinancial statementsOther information
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
6.32%
52%
43%
38 ESG report (Continued)
Environment
OXB is unwavering in its commitment to sustainability, proactively reducing its environmental footprint while
strengthening long-term resilience. In 2025, the Group made significant advancements in its environmental
strategy, reinforcing its dedication to achieving net-zero emissions by 2050.
Key Goals and Progress
42% absolute reduction in Scope 1 & 2 emissions by 2030
Achieved 6.32% reduction in 2025, contributing to a cumulative
39.7% decrease from its 2021 baseline.
100% renewable electricity sourcing by 2030
Expanded procurement of Energy Attribute Certificates (EAC's),
resulting in 52% renewable electricity sourcing by the end of 2025
and explored on-site renewable energy generation.
Supplier engagement on SBTs by 2030
Engagement with suppliers responsible for 90% of purchased
goods and services emissions to establish SBT aligned targets.
As of 2025, 43% of emissions are covered by suppliers with approved
SBTs, with an additional 27% committed to setting targets.
Comprehensive water efficiency assessments by 2026
Focus on water‑stress modelling within the Group’s climate‑risk
approach has driven efforts to assess water‑efficiency measures
at OXB UK and OXB France in 2026.
Enhanced waste management and circularity
Focus on increased production has driven efforts to reduce
process‑waste intensity and increase diversion of waste from
non‑circular disposal routes.
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
39
Strategic reportCorporate GovernanceFinancial statementsOther information
Climate
OXB continues to drive reduction in emissions across its value chain. Following the Group's 2023 commitment
to the Science-Based Targets initiative (SBTI), near-term emission reduction targets were validated in April 2025.
Greenhouse Gas (GHG) Emissions Profile:
• Scope 1 & 2 emissions (direct operations): 5.7%
• Scope 3 emissions:
◦ Purchased goods and services: 64.8%
◦ Upstream and downstream transport: 18.7%
◦ Other categories (e.g., business travel, waste, employee commuting): 10.8%
OXB remains committed to achieving a 90% reduction in all value chain emissions, utilising Verified Carbon
Standard - certified carbon credits for any remaining residual emissions.
Management of operational emissions (Scope 1&2)
In 2025, OXB achieved reduction in emissions primarily through a renewable electricity purchasing strategy that
focused on the Bedford, MA facility.
Management of Scope 3 emissions
Scope 3 emissions demonstrated a decrease of 21.6% in 2025. However, the majority of source data is spend-
based so any performance change should be treated with caution. OXB remains committed to mitigating Scope
3 emissions through improving data accuracy and enhanced supplier engagement.
Streamlined Energy and Carbon Reporting (SECR) Statement
The Group recognises that its global operations have an environmental impact and is committed to monitoring
and reducing its emissions. OXB is also aware of its reporting obligations under The Companies (Directors’
Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018.
In order to fulfil these obligations, the methodology used to calculate OXB's GHG emissions has been deployed
in accordance with the requirements of the following standards:
• World Resources Institute (2004) Greenhouse Gas Protocol (revised version).
• WRI/WBCSD (2015). GHG Protocol: Scope 2 Guidance for market based reporting.
• Defra’s Environmental Reporting Guidelines: Including Streamlined Energy and Carbon Reporting
requirements (March 2019).
• OXB UK emissions have been calculated using the DESNZ 2024 issue of the conversion factor repository, in
addition to UK Standard Industrial Classifications GHG intensities for 2021 (most recent published data) for its
purchased goods and services.
The Group adopts an operational control approach to define its organisational boundary. The following table
shows the calculated GHG emissions from business activities globally using the reporting period 1 January 2025
to 31 December 2025, with January to December 2021 as the base year and 2024 as comparison. The Durham,
NC facility has not been included in the emissions shown due to the timing of the acquisition, meaning the
necessary activity data could not be collected, validated and integrated into OXB's SECR dataset in line with
reporting standards. Full inclusion is planned for the 2026 reporting cycle.
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
40 ESG report (Continued)
Greenhouse Gas Emissions
Percentage
Change
to 2024
Global Emissions tCO
2
e
2021 2024 2025
Scope 1 Emissions by Source Natural Gas 4,170.0 2,279.0 2,316.0 +1.6%
Diesel 19.2 20.2 10.7 -46.7%
Fleet 22.8 42.8 24.6 -42.6%
Refrigerant 54.9 44.2 61.0 +38.0%
Medical CO
2
20.1 29.1 9.7 -66.9%
Bioreactor emissions 21.9 3.7 3.4 -6.6%
Scope 1 Emissions (UK and Ireland) 1,164.5 802.4 853.8 +6.4%
Scope 1 Emissions (US) 987.0 832.3 881.3 +5.9%
Scope 1 Emissions (France) 2,135.3 780.7 690.0 -11.6%
Total Scope 1 Emissions (Rounded to nearest tonne) 4,287.0 2,415.0 2,425.0 +0.4%
Scope 2 Electricity (Market-Based) (UK and Ireland) 247.4 2.5 1.9 -24.7%
Electricity (Market-Based) (US) 1,479.6 1,401.7 1,106.4 -21.1%
Electricity (Market-Based) (France) 258.6 343.0 228.5 -33.4%
Electricity (Location-Based) (UK and Ireland) 2,125.5 1,645.2 1,430.4 -13.1%
Electricity (Location-Based) (US) 1,479.6 1,401.7 1,381.6 -1.4%
Electricity (Location-Based) (France) 258.6 343.0 228.5 -33.4%
Total Scope 2 Emissions (Market-Based) (Rounded to nearest tonne) 1,986.0 1,747.0 1,337.0 -23.5%
Total Scope 2 Emissions (Location-Based) (Rounded to nearest tonne) 3,864.0 3,390.0 3,041.0 -10.3%
Scope 3 1. Purchased goods and services (including capex) 41,982.3 67,579.7 42,967.0 -36.4%
3. Fuel and energy-related activities 1,983.5 1,449.6 1,314.3 -9.3%
4. Upstream transport and distribution 3,090.4 490.1 370.6 -24.4%
5. Waste generated in operations 58.7 56.4 49.8 -11.6%
6. Business Travel 243.6 629.9 697.5 +10.7%
7. Employee commuting 1,592.3 1,507.2 1768.3 +17.3%
9. Downstream transportation and distribution 7,921.6 7,034.1 12,018.8 +70.9%
10. Processing of sold products 1,918.1 1,032.3 3,304.32 +220.0%
12. End-of-life treatment of sold products 0.03 0.05 0.03 -43.4%
Scope 3 Emissions (UK and Ireland) 62,680.0 46,571.2 -25.7%
Scope 3 Emissions (US) 7,067.6 7,807.9 +10.4%
Scope 3 Emissions (France) 10,031.4 8,131.5 -18.9%
Total Scope 3 Emissions (Rounded to nearest tonne) 58,791.0 79,779.0 62,510.0 -21.6%
Total All Emissions (Rounded to nearest tonne) 65,064.0 83,941.0 66,272.0 -21.0
Total Energy Usage (kWh) 38,897,646 28,271,246 28,765,831 +1.7%
Normaliser (tCO
2
e/£ Revenue) 455.63 652.07 403.13 -38.2%
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
41
Strategic reportCorporate GovernanceFinancial statementsOther information
In accordance with Defra’s SECR reporting guidance (2019), the 2025 SECR statement presents a recalculation
of OXB's base year (2021) and subsequent year's emissions, for the following reason:
• The identification of a previously omitted electricity meter serving an air handling unit and chiller at
the Bedford, MA facility. These assets have been in continuous operation since the base year and
should therefore have been included in historical Scope 2 emissions reporting. The recalculation ensures
consistency, comparability and completeness of emissions data across the reporting period.
OXB's SECR disclosure presents its carbon footprint across Scopes 1, 2 and 3 emissions, together with an
appropriate intensity metric and its total energy use. During the year, measured Scope 1 and 2 emissions
(market-based) totalled 3,762 tonnes of CO
2
equivalent (‘tCO
2
e’), a 11% reduction on the previous year (2024).
This is different to OXB's science based decarbonisation figures due to a more focused target boundary for
SBTI targets.
Scope 1 Emissions:
• Natural gas emissions increased by 1.6%, driven by colder weather at several facilities, partially offset by
reduced consumption at the Strasbourg facility following a boiler replacement.
• Diesel emissions fell by 46.7%, reflecting the absence of the one-off full-load generator resilience test carried
out in the previous year.
• Refrigerant emissions rose by 38%, primarily due to a leak event at the Oxbox facility, highlighting the volatility
of this category given the high global warming potential of refrigerants.
Scope 2 Emissions:
• Market-based Scope 2 electricity emissions decreased significantly, driven primarily by the procurement of
EACs covering approximately 20% of electricity consumption at the Bedford, MA facility. The purchase of
EACs allows the Group to apply a lower market-based emission factor to the certified portion of electricity
consumption, thereby reducing reported emissions under the market-based methodology.
Scope 3 Emissions:
Scope 3 emissions showed mixed movements in 2025, reflecting changes in operational activity, collaboration
and the limitations of spend-based calculations. Business travel and employee commuting increased by 10.7%
and 17.3% respectively, driven by greater cross-site engagement and growth in the number of full time
employees. Emissions from purchased goods and services (including capital expenditure) decreased by 36.4%,
though this category is estimated using spend-based factors. As such, the reduction may reflect procurement
timing or investment cycles rather than a true fall in embodied carbon and should be interpreted with caution.
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
42 ESG report (Continued)
Water
Water is a critical resource across OXB’s manufacturing operations, supporting both production and facility
systems. Responsible water management is particularly important at sites located in areas of elevated
water stress.
Total water withdrawal and water intensity both increased in 2025, reflecting higher operational activity, growth
in full time employees and the integration of additional facilities. In contrast, water use in high-risk areas
declined, driven by shifts in production patterns and improved reporting through better supplier data and
refined methodologies.
To address rising overall consumption, comprehensive water efficiency assessments will be undertaken in 2026
to identify reduction opportunities.
The table below outlines OXB’s water withdrawal metrics over recent years:
Year Total Water Withdrawal (Thousand M
3
) Water Withdrawal in High Water Risk Areas (Thousand M
3
) M
3
/M
2
Floorspace
2021 10.9 10.9 0.4
2024 39.0 22.7 0.4
2025 43.1 17.5 0.5
Waste
OXB remains committed to reducing waste and improving recycling performance as operations grow. Total
waste generation decreased in 2025, while hazardous waste rose in line with increased manufacturing activity.
Recycling performance strengthened, with a higher proportion of non-hazardous waste diverted from disposal.
Across UK operations, a dedicated Waste Month encouraged improvement ideas and supported better
segregation practices. The installation of plastic balers further increased recycling capability and reduced
contamination. OXB continues to expand recycling initiatives and collaborate with suppliers, including on
packaging take-back schemes, to minimise material waste and enhance resource efficiency.
The table below provides an overview of key waste metrics:
Metric 2023 2024 2025
Total Generated Waste (MT) 305.7 522.2 480.6
Hazardous Waste Generated (MT) 160.4 247.6 301.3
Non-Hazardous Solid Waste Recycling Rate (%) 57.9 40.9 45.4
Substances of Concern
OXB upholds stringent regulatory compliance in handling hazardous biological and chemical substances,
ensuring environmental protection and operational safety. Its robust approach includes:
• Advanced containment protocols
Mitigating pollution risks through engineering controls and administrative measures.
• Third-party auditing
Regular assessments of waste disposal partners to uphold compliance standards.
• Continuous improvement initiatives
Ongoing investments in innovative technologies, employee training and process enhancements.
Looking Ahead
Sustainability is deeply embedded in OXB’s long term strategic framework. OXB's 2026 priorities include:
• Driving continued deep decarbonisation in its operations.
• Expanding supplier engagement to drive further reductions in Scope 3 emissions.
• Incorporating the Durham, NC facility into the Group's carbon emission profile and reduction strategy
• Completing water efficiency assessments to set new conservation targets.
• Enhancing circular economy initiatives to improve waste management and recycling.
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
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Strategic reportCorporate GovernanceFinancial statementsOther information
Task Force on Climate-Related Financial Disclosures (TCFD)
OXB fully supports the TCFD framework and is dedicated to enhancing its governance and risk management
methodologies to ensure climate risks are effectively integrated into business planning. The following sections
outline the required disclosures and detail the Group’s approach to managing these risks. OXB is proud to
confirm that the disclosures in this Annual report and accounts are consistent with the TCFD recommendations.
The Group has also used the TCFD's Annex all-sector guidance throughout the report to inform its strategy and
reporting practices.
Governance of climate-related risks and opportunities
As part of its commitment to the responsible management of climate-based risks and opportunities, OXB
follows the TCFD recommendations and has implemented a governance structure that integrates climate-
related risks and opportunities into its broader ESG strategy. This section outlines the specific governance
mechanisms and decision making for the management of climate-related issues only, while leveraging the
overarching governance framework that is detailed in the risk management framework section of the Principal
risks, uncertainties and risk management framework of this Annual report and accounts on pages 65-66.
Board oversight of climate-related risks and opportunities
The Board plays an integral role in overseeing climate-related risks and opportunities, embedding these
considerations into the Group’s strategic direction. In 2025, the Board approved several key initiatives to
advance OXB’s environmental commitments, including:
• Expanding the rollout of EACs to additional facilities, including the Bedford, MA facility, to support progress
towards renewable electricity sourcing.
• Committing to investigate opportunities for on-site renewable electricity generation, including the feasibility
of photovoltaic (PV) installations at Oxford facilities.
• Mandating a detailed assessment of the newly acquired Durham, NC facility to identify site-specific climate-
related physical and transition risks and opportunities.
• Investigating environmental sustainability performance through peer benchmarking.
The Audit Committee oversees the accuracy and transparency of climate-related disclosures aligning them with
regulatory standards. It also monitors compliance strategies in response to emerging regulatory requirements,
leveraging insights from Namrata Patel, a Non-Executive Director with extensive environmental expertise.
Senior leaders' role in addressing climate-related risks and opportunities
ESGR Committee
The ESGR Committee, chaired by the Chief Operating Officer, is responsible for ensuring that environmental
risks and opportunities are managed across all sites. In 2025, the ESGR Committee:
• Directed and managed the GHG baselining, target setting, transition planning and climate risk
modelling initiatives.
• Co-ordinated data collection efforts and developed KPIs for energy, water and waste baselining.
• Reviewed and discussed environmental performance against set targets.
• Oversaw progress toward the Group’s net-zero commitments.
• Facilitated collaboration across regions to align local actions with global climate objectives.
• Developed clear terms of reference for the ESGR Committee.
• Monitored the roll out of global suppliers code of conduct across all sites.
Site ESGR Committees
Site ESGR Committees in the UK, the US and France support the ESGR Committee by implementing local
environmental initiatives. In 2025, the Site ESGR Committees:
• Collected data for baselining emissions, energy use, water withdrawal and waste generation.
• Provided regional input and projects for the GHG transition planning process.
• Ensured alignment with the Environmental pillar and guided site-specific risks and opportunities.
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
44 ESG report (Continued)
Net Zero Group for the UK site
The Net Zero Group—comprising representatives from Finance, Facilities, Engineering and Procurement—meets
on an ad hoc basis to drive OXB UK’s carbon management and monitoring efforts. It is responsible for providing
raw data for emission calculations, evaluating emissions and identifying reduction opportunities, assessing
operational changes to lower carbon intensity and working with Environmental subject matter experts and
the UK ESGR Committee to integrate carbon‑reduction strategies across the business. In 2025, it advanced
carbon‑baselining efforts and implemented continuous monitoring to support OXB’s net‑zero goals.
Employee Environmental Representatives
OXB UK empowers employees to contribute to environmental sustainability through a network of
employee environmental representatives, who meet quarterly to propose and implement resource‑efficiency
improvements in energy, water and waste management, share innovative solutions to reduce carbon emissions
and exchange best practices across regions to foster a culture of continuous improvement.
Strategy
Climate-related risks and opportunities over the short, medium and long term
OXB has identified climate-related risks and opportunities by categorising them into physical risks and transition
risks to ensure a comprehensive understanding of potential impacts.
Physical risks refer to risks arising from the direct impact of climate change, such as extreme weather events
(e.g., floods, storms and heatwaves), long term shifts in temperature and precipitation patterns and rising sea
levels. These risks develop gradually over decades and require extended time horizons for effective evaluation
and mitigation.
Transition risks are associated with the societal and economic responses to climate change, including evolving
policies and regulations, market shifts, technological advancements and reputational considerations. These risks
are dynamic and can emerge more rapidly, making shorter timeframes essential for assessment and response.
To evaluate these risks and opportunities effectively, OXB considers the following timeframes:
• Short Term: Up to 2030, aligned with immediate business planning cycles.
• Medium Term: 2031–2040 for transition risks and 2031–2050 for physical risks, reflecting strategic business
planning and forecasting.
• Long Term: Beyond 2041 for transition risks and 2051–2100 for physical risks, recognising uncertainties in
climate trends, regulatory developments and societal responses.
Risks identified and prioritised:
• Rising average and maximum temperatures and an increased frequency of heatwaves could reduce
workforce productivity and place additional strain on Heating Ventilation and Air Conditioning
(HVAC) systems.
• Increasing water stress, particularly at Oxford and Durham, NC facilities, may lead to potential shortages,
price increases and disruption to operations and supply chains.
• Higher winter rainfall and the risk of flooding, especially under high emission scenarios, threaten
infrastructure and distribution routes at key operational facilities.
• The phasing out of natural gas and adoption of low-carbon alternatives like hydrogen introduces feasibility
challenges and operational uncertainty.
Opportunity identified and prioritised:
• Increasing global emphasis on low-carbon healthcare systems could drive demand for sustainable
manufacturing processes, creating a competitive advantage for OXB.
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
45
Strategic reportCorporate GovernanceFinancial statementsOther information
Impact of climate-related risks and opportunities on OXB's business, strategy and financial planning
OXB is committed to integrating climate-related risks and opportunities into its business, strategy and financial
planning to align with global climate goals and drive operational resilience. The Group's efforts are guided
by a long-term vision to reduce GHG emissions and minimise environmental impacts while supporting
sustainable growth.
OXB's ambition includes achieving significant reductions in Scope 1, 2 and 3 carbon emissions. These
targets are underpinned by initiatives such as increasing renewable energy purchases, investing in low-carbon
technologies and collaborating with suppliers to set SBTs. The transition plan focuses on immediate reductions
and the planning of financing for these, while recognising the need for public-private collaboration and
technological advancements to address emissions beyond 2030.
OXB has established a comprehensive risk management framework, leveraging scenario analysis to assess
various emissions pathways. This approach enables the Group to prioritise high-impact areas, align with
stakeholder expectations and allocate financial resources effectively to address climate risks and opportunities.
Climate scenarios have been used to comprehensively assess potential future physical and transitional changes.
Physical Risk Scenarios:
• High Emissions Scenario (RCP8.5/SSP5-8.5).
• Medium Emissions Scenario (RCP4.5/SSP2-4.5).
• Low Emissions Scenario (RCP2.6/SSP1-2.6).
Transitional Risk Scenarios:
• High Ambition Pathway (Tailwinds Pathway).
• Medium Ambition Pathway (Balanced Pathway).
• Low Ambition Pathway (Headwinds Pathway).
Resilience of OXB's strategy, considering different climate related scenarios, including a 2°C or
lower scenario
The climate scenarios were used to assess the Group's resilience, evaluating the potential impact of physical
and transition risks and opportunities on OXB's operational facilities. 2°C or lower scenarios were modelled
through the low emission scenarios. The analysis did not reveal any significant threats to its business resilience.
Risk Management Framework
Processes for identifying, assessing and managing climate-related risks and integrating into
overall risk management
Modelling and identification of climate-related risks was undertaken in 2022 with the help of an experienced
third-party expert. OXB conducts physical risk modelling every five years, or following the acquisition of a new
facility or a critical supplier. Transitional risks, given their dynamic nature, are reviewed and updated annually to
reflect the rapid pace of change in this area. As part of this commitment, 2025 includes comprehensive updates
to both physical and transitional risk assessments for OXB's facility in Durham, NC.
The Group's risk management framework is designed to address all types of risks, including climate-related
risks. Climate-related risks at the Group level are governed by the ESGR Committee, ensuring alignment with
overall risk management practices. Local climate-related risks are raised at the relevant Site ESGR Committee
meetings to be added to the local risk registers. Risks are assessed for impact using OXB's risk matrix, of which
financial risk is separated into the following:
• Low (1-2% revenue)
• Medium (3-5% revenue)
• High (>5% revenue)
For further details on the risk management framework, please refer to the Principal risks, opportunities and risk
management framework section of this Annual report and accounts on pages 58-66.
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
46 ESG report (Continued)
TCFD
Category
Climate related trend Potential
financial impact
Climate
scenario
Potential materiality Strategic response and resilience
Short
term
Medium
term
Long
term
Physical Risk
(Acute):
Increased risk
of flooding
Higher winter rainfall and
the risk of flooding,
especially under high
emission scenarios,
threaten infrastructure
and distribution routes at
key operational facilities.
Reduced revenue
from decreased
production capacity.
Write-offs and
early retirement of
existing assets.
Increased capital
costs and reduced
revenues from lower
sales/output.
Increased insurance
premiums and
potential for reduced
availability of
insurance on assets
in high-risk locations.
Bedford,
MA facility:
All climate
scenarios
Low Med-
ium
Med-
ium
This risk is being managed at site-level.
The landlords at the Bedford, MA facility
have recently fitted a flood defence
system in place to adapt to this risk.
There is already the capacity to use
other OXB facilities for scheduled work
in the instance of facility disruption
across the different geographies.
Physical Risk
(Chronic):
Rising mean
temperature
Rising average and
maximum temperatures
and an increased
frequency of heatwaves
could reduce workforce
productivity and provide
additional strain on
HVAC systems.
Reduced revenue
and higher
costs from
negative impacts
on workforce.
Increased
operating costs.
Temperature
sensitive GMP
environments and
cold storage could
be impacted by
failure of HVAC.
Medium
and high
emission
scenarios
Low Low Low The risk of operational loss remains low
due to the ability of the business and
critical suppliers assessed to control
the temperature within the working
environment. Business continuity plans
are in place to reduce heat stress if
HVAC systems were to fail.
The Group implemented a preventative
and condition-based maintenance
programme for HVAC, chillers and
associated cooling infrastructure to
ensure systems operate within
design limits.
Physical Risk
(Chronic):
Water stress
Increasing water stress,
particularly across all
Oxford and the Durham,
NC facilities may
lead to potential
shortages, disruption to
the operations and
supply chains.
A lower availability of
water may heighten
potential fiscal risk by
increasing water costs.
Increased
operating costs
Inadequate
water supply
Oxford
facilities:
All climate
scenarios
Low Low Low OXB water withdrawal is limited to
domestic purpose as well as in
process development and autoclaves.
Production could continue relatively
uninterrupted because all water for this
moves through the supply chain.
Plans are in place to undertake water
efficiency assessments in the UK with
the aim of actioning projects to reduce
demand on local water withdrawal.
Mitigation at Durham, NC will start
once operational norms are in place at
this new facility.
Durham,
NC facility:
All climate
scenarios
Low Low Low
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Strategic reportCorporate GovernanceFinancial statementsOther information
TCFD Category Climate related trend Potential
financial impact
Climate
scenario
Potential materiality Strategic response and resilience
Short
term
Medium
term
Long
term
Transitional
Risk:
Policy and Legal
Technology
Requirements
to decarbonise
buildings and
manufacturing practices.
Increased capex and
operating costs
Low
ambition
Medium
ambition
Low
Low
Low
Low
Low
Low
Targets for Scope 1 and 2
emissions are included in the
climate section of this Annual
report and accounts.
Opportunity:
Products and
Services
Increasing global
emphasis on low-
carbon healthcare
systems could drive
demand for sustainable
manufacturing
processes, creating a
competitive advantage
for OXB.
Increased revenue
through demand
for lower emissions
products and services.
Better competitive
position to reflect
shifting consumer
preferences, resulting
in increased revenues.
All climate
scenarios
Low Med-
ium
Med-
ium
The Group is positioned as a pure-
play CDMO and may have the
ability to attract clients through
sustainability performance. This
opportunity comes with an initial
capex and operational cost
increase but would be beneficial
over the medium and long term.
Metrics and Targets
Metrics used to assess climate-related risks and opportunities in line with OXB's strategy and risk
management process
The Group has evaluated the primary metrics in alignment with the TCFD guidance outlined in Tables A1.1 and
A1.2, alongside cross-industry climate-related metrics. Accordingly, the strategic metrics OXB focuses on are:
• Total Energy Consumption.
• Energy Consumption by Source.
• Proportion of Renewable Electricity Consumption.
• Scope 1 & 2 Emissions (market and location-based).
• Scope 3 Emissions.
• Total Water Withdrawn.
• Total Water Withdrawn in High Water Stress Locations.
• Water Withdrawal per m
2
floorspace.
• Total Waste Generated.
• Total Hazardous Waste Generated.
• Recycling Rate for Non-Hazardous Solids.
• Waste Generation per Unit of Production Output.
Scope 1, 2 and 3 greenhouse gas emissions and their related risks
Scope 1, 2 and 3 emissions are detailed in the Climate section, while the transitional risk associated with
decarbonisation is outlined in the risk table on pages 44-45.
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
48 ESG report (Continued)
Non-Financial and Sustainability Information Statement (NFSIS)
The Group aims to comply with the Non-Financial Reporting requirements contained in section 414CA
and 414CB of the Companies Act 2006. The table below and information it refers to, is intended to help
stakeholders understand the Group's position on key non-financial and sustainability matters.
414CB Disclosure Requirement Location of disclosure within this Annual report and accounts
(A1) Climate-related financial disclosures • TCFD report Pages 43-48
(1) (a) Environmental matters • Environment Section Page 38
(1) (b) The Group's employees • Social section of ESG Report Page 48
(1) (c) Social matters • Social section of ESG Report Page 48
(1) (d) Respect for human rights • Governance section of ESG Report Page 57
(1) (e) Anti-corruption and anti-bribery matters • Governance section of ESG Report Page 56
(2) (a) Description of business model • Business Model Pages 10-11
(2) (b) + (c) policies relating to (1) (a)-(e) and their outcomes • To be found in the relevant sections referenced against (1) (a)-(e)
(2) (d) principal risks of matters considered in (1) (a)-(e) • Principal risks Pages 58-66
(2) (e) non-financial key performance indicators • Non-Financial key performance indicators Page 16
Social
Social responsibility remains a fundamental principle underpinning OXB's day-to-day activities, essential for
strengthening the Group's reputation, building stakeholder trust and retaining top talent. This commitment is
rooted in OXB's shared values, which form the foundation for the Group's culture, decision-making and overall
integrity, providing a strong sense of purpose across its operations in the UK, the US and France.
2025 has seen significant integration between sites, with teams collaborating more closely than ever before.
Many projects now span across different functions and geographies, with OXB actively seeking the right people
with the right skills, regardless of jurisdiction. Through these efforts, OXB continues to build not just a successful
business, but a cohesive organisation with a strong purpose that creates meaningful value for employees,
clients and the communities it serves.
Patients
OXB is committed to delivering life-changing cell and gene therapies to patients in an ethical and socially
responsible manner, underpinned by relevant and sustainable innovation. During 2025, the Group updated its
Company mission to "let’s deliver life-changing therapies together", reflecting its mission to enable its clients
to deliver life-changing therapies to patients and reinforcing its vision to transform lives through cell and
gene therapy.
Global Technical and Innovation Committee (GTIC)
Throughout 2025, the governance around investment in innovation and new technologies was provided
by the GTIC. Prioritisation was given to process intensification to produce therapeutic viral vectors in
sufficient quantities to meet clinical and commercial demands in a more economical and environmentally
sustainable way.
Patient Stories
Throughout the year, the Group shared patient stories with its employees to highlight the global impact of
OXB's work. These stories provide an opportunity to reflect on the experiences of patients and their families
whose lives have been affected by illness and improved through cell and gene therapy.They help to inspire
employees in their daily work and strengthen their connection to OXB's mission to enable its clients to deliver
life-changing therapies to patients.
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Clinical Trials
In line with its transition into a pure-play CDMO, OXB no longer initiates clinical trials, but ensures
compliance with appropriate legislation and guidance through the long-term safety follow-up of patients in
an existing study.
Employees
OXB is committed to cultivating an inclusive and welcoming community where all employees are empowered
to realise their full potential and are treated with dignity and respect as individuals. This approach directly
supports OXB's strategy of leading the cell and gene therapy CDMO field as a trusted partner with unmatched
quality and innovation.
OXB engages with its employees and employee representative groups such as the WEP and the French
Works Council, where applicable on a regular basis to keep them informed of developments across the
business. Outreach is conducted through various channels including employee one-to-one and team meetings,
global and site level town halls, a Group-wide newsletter and via the intranet. Contribution towards the
Group's performance is encouraged through the various communication forums, where information is shared
and specific Q&A time with members of the CET is provided for employees to ask questions. Feedback
is collated using various tools including employee surveys and via discussions with OXB’s WEP. Reducing
employee turnover and enhancing employee engagement were key people objectives for 2025 and both were
successfully achieved.
Equality, Diversity and Inclusion (EDI)
Throughout 2025, the Group continued its EDI programme of raising awareness and providing education across
its key focus areas: Women in Work, Neurodiversity and LGBTQ+. In addition, OXB Employee Network Groups
delivered a programme of events aligned with nationally recognised awareness days to raise awareness of
minority groups and their needs.
For International Women’s Day, OXB UK hosted a storytelling session featuring personal experiences centred on
OXB Women and Sport, highlighting both individual journeys and the evolution of women’s sport. Additionally,
the Women in Work group initiated a review of workplace policies to support transition to parenthood, which
resulted in recommendations to enhance the emotional, physical and financial support for those on maternity
and adoptive leave.
As part of a series of events supporting Pride Month in June 2025, OXB UK invited an esteemed guest from
the University of Oxford for a Lunch & Learn session. The session highlighted the challenges LGBTQ+ family
members may face and what kinds of allyship and support may be helpful in the workplace.
Three members of the Neurodiversity Employee Network Group trained as Neurodiversity Champions, taking
positive action to raise awareness of neurodiversity and helping others appreciate the brilliance and importance
of neurodiverse talent at OXB. These members will work to create a neuroinclusive culture and community,
positively promoting neurodiversity at OXB.
OXB is committed to creating an inclusive workplace built on merit, fairness and respect, enabling it to attract
and retain talented individuals from diverse backgrounds and cultures. OXB UK's Equal Opportunities Policy
and Reasonable Adjustments Policy support this commitment by promoting inclusive design wherever possible
and implementing reasonable adjustments where needed. To further support employee wellbeing, OXB UK
partners with an Occupational Health provider who offers recommendations to help all employees thrive
throughout their employment. OXB also provides an Employee Assistance Programme and Private Medical
Health Insurance, ensuring employees have access to appropriate services and support, including those living
with disabilities.
In October 2025, OXB UK marked World Menopause Day, with activities including a menopause-focused
yoga class to support physical and psychological wellbeing. OXB UK also hosted a networking event with the
Company’s Mental Health First Aiders, who provided guidance, resources and information on functional foods
to support employees throughout their menopause journey.
During 2025, OXB continued to progress its EDI efforts, building on the training delivered in 2024 and extending
initiatives across the UK, US and France, with ongoing monitoring to support continued improvement. In 2025,
OXB also continued its sexual harassment prevention training, alongside the ongoing application of its Dignity
at Work and Whistleblowing policies, ensuring that expectations, reporting routes and standards of behaviour
remained firmly in effect across the Group.
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
50 ESG report (Continued)
OXB is committed to matching each employee and job applicant to roles suited to their qualifications, aptitude
and abilities, ensuring equal opportunities irrespective of gender, religion or ethnicity. OXB recognises and
supports the skills and experience of individuals with disabilities, both visible and invisible, throughout the
recruitment process and across all stages of their careers and professional development.
Measuring Employee Engagement and Group Culture
Employee engagement and Group culture is frequently measured via employee surveys, staff turnover data,
exit interview data and discussions with the WEP. To reinforce the values introduced in 2024, the formal
performance review process now asks employees to demonstrate how they have achieved their personal
objectives by exhibiting behaviours aligned with one or more of the OXB Values: Responsible, Responsive,
Resilient and Respectful.
To further embed the values and provide a framework for performance and development, a competency
framework was launched in 2025.This framework provides clear definitions of behaviours and expectations for
success at different levels within the organisation.
Alongside this, a clear set of Manager and Leader Pillars were rolled out to underpin the management and
leadership development programmes. These pillars are referenced throughout the annual review process and
during relevant communications and activities. Ongoing leadership development programmes focus on the role
and impact of leaders in fostering a high performing, collaborative and inclusive culture.
Launch of Global OXB Values Awards
The first ‘Global OXB Values Awards’ campaign was launched in 2025 to celebrate colleagues who exemplify
OXB’s values. A comprehensive Values Guide, including examples of key behaviours to adopt and recognise,
was shared with the employees. In response, individual and team nominations were received from all the
sites. A structured scoring process, developed in collaboration with the WEP, Site Leadership Teams and CET,
determined the winners at the end of the campaign. In total, three Individual Awards were presented with one
winner per location (UK, US and France), and one Team Award was granted to the winning team across all
global sites.
Celebrating Milestones and Recognising Excellence
During the year, Global town halls introduced a section to warmly welcome new colleagues and celebrate
those achieving significant milestones, including their 1-year, 5-year, 10-year and 20-year anniversaries with the
Group. In addition, praise and recognition aligned with OXB’s values was introduced to highlight and commend
individuals and teams across the organisation for their exceptional commitment and for consistently going
above and beyond to deliver outstanding results. These new initiatives strengthened employee engagement by
promoting recognition, inclusion and a shared sense of belonging across the Group.
Employee Pulse Survey
An employee pulse survey was conducted in November 2025, to provide real-time insights and assess morale
and progress since the last 'Your Voice' survey. This survey achieved the highest response rate to date and
notable improvements were reported across all measured areas. The results were cascaded and shared with
employees. The feedback reflects the positive culture that continues to thrive across OXB and was used to
inform the creation of the Group's 2026 goals.
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Operational Excellence Events (OE)
During the year, OXB hosted several OE events, including training sessions attended by employees, amongst
them the CEO. These sessions introduced and reinforced lean methodology principles, demonstrating
how simple process improvements can significantly enhance safety, quality, job satisfaction, efficiency and
productivity. The programme underscores OXB's commitment to eliminating waste, addressing bottlenecks and
driving continuous improvement across all operations. Senior Leaders also participated in OE training during an
off-site meeting, reinforcing their role as champions of this initiative. OE remains a critical component of OXB's
strategy for future success, with further training opportunities planned to embed these practices throughout
the organisation.
Further details on how the Group engaged with its employees, including keeping them informed of matters of
concern and awareness of the financial and economic factors affecting the performance of the Group can be
found in the Group's Stakeholders section of the Corporate Governance Report on pages 28-33.
Further details on employees, health and safety, environmental matters and corporate social responsibility can
be found in the ESG report on pages 36-57.
Group Headcount
Male Female Total % Male % Female
Board including Non-Executive Directors 4 5 9 44% 56%
Senior managers and direct reports 34 42 76 45% 55%
All other employees 411 490 901 46% 54%
Total 449 537 986 46% 54%
Group employee turnover as at 31 December 2025
In 2025, the Group's voluntary employee turnover was 10.7% (2024: 14.2%), of which 5.9% (2024:8.5%) was
regretted turnover demonstrating strong culture and the Group’s compelling employee proposition.
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
52 ESG report (Continued)
Health and Wellbeing
Throughout 2025, OXB UK's wellbeing programme focused on strengthening mental and physical health for its
employees by supporting key awareness events. During Mental Health Awareness Week, the theme ‘community’
was adopted to encourage connection, share learning and foster support. OXB UK also celebrated International
Self-Care Day, Menopause Awareness, Seasonal Affective Disorder awareness, Stress Awareness Month and
Endometriosis Awareness Month. These initiatives helped raise understanding, reduce stigma and provide
employees with practical tools to manage their wellbeing.
OXB UK’s 16 Mental Health First Aiders played a vital role in offering peer support, signposting resources
and helping to encourage a safe and supportive workplace culture. These efforts complement OXB’s
wider mental health and wellbeing programme, including clearer communication of its internal policies and
support pathways.
OXB US and OXB France offer a comprehensive employee benefits programme including health, dental and
vision insurance and a discount on gym memberships. Both OXB US and OXB France employees also have
access to an Employee Assistance Programme and regular webinars are organised on topics such as stress
management and navigating mental health challenges. In addition, two retirement planning education sessions
were organised during the year, providing an overview of investing options.
In OXB France, "Happy Committees" are dedicated to organising events that improve the workplace
environment. They focus on enhancing internal communication, gathering employee feedback and promoting
team wellbeing and cohesion, while also facilitating dialogue between Management and staff regarding
wellbeing at work.
Together, these initiatives ensure employees have access to the right information and resources, improving
overall wellbeing and strengthening the sense of community.
Health and Safety in the workplace (H&S)
In line with OXB’s Health and Safety Policy, the Group continued to strengthen its approach to risk
management, training and assurance throughout 2025. This year marked the full transition from site-specific
H&S objectives to Group-wide performance metrics, enabling aligned objectives and improved visibility of
performance across all operations.
At the beginning of the year, Group-wide H&S objectives and a suite of leading and lagging indicators
were established. Performance against these 2025 metrics was monitored regularly through both ESGR
Committee and the Site ESGR Committees. This governance structure ensured close tracking of progress, early
identification of trends and timely escalation of potential issues where required.
During 2025, OXB UK further enhanced its safety governance by establishing a new Site Safety Forum, chaired
by the Site Head of UK Operations which brings together all department heads on a quarterly basis to
discuss safety performance, risks and areas for improvement. To complement the existing Employee Safety
Representatives and their quarterly meetings, new Representatives of Employee Safety were elected to provide
additional shop-floor visibility and feedback. These Representatives of Employee Safety are being supported
through further professional development, including National Examination Board in Occupational Safety and
Health certificate training.
Throughout the year, the Group’s internal H&S audit programme continued to provide independent assurance
and drive continuous improvement. A mixture of internal and external audits were undertaken, covering
areas such as contractor Environment, Health and Safety management and asbestos management. Findings
contributed to targeted action plans aimed at strengthening controls, improving consistency and supporting a
proactive safety culture across all sites.
The 2026 target for mandatory H&S training compliance has been set at 95%, consistent with organisational
expectations and regulatory good practice. Compliance in 2025 was 88%, impacted by a comprehensive review
of individual training requirements, which introduced additional mandatory modules during Q4 2025. The
2026 target reflects a return to steady-state compliance following this review and the embedding of revised
training pathways.
Lagging indicators continue to be tracked in 2026 with a focus on proactive prevention, improving risk visibility
to enable earlier intervention and to embed a safety-first culture.
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Supply Chain
The Group is fully committed to ensuring responsible business practices across its supply chain. During 2025,
the Group continued to build a supply chain that aligns with the Group's commitment to ethical practices that
prioritise sustainability, quality and people.
Supplier Code of Conduct
OXB’s Group Supplier Code of Conduct follows a continuous improvement approach and includes the
Group's conduct commitments and its expectations of suppliers in relation to the following: commitment
to quality and ethical standards; quality and performance; ethics and integrity; human rights and labour
practices; supplier environmental, health and safety responsibility and compliance; security and data privacy;
balanced financial and commercial relationship; commitment and accountability; transparency; continuous
improvement; business continuity and supply chain transparency; and evaluation and adaptation. It details the
Group's overall approach to supplier engagement and the standards it expects its suppliers to adopt.
The new Group Supplier Code of Conduct was launched and rolled out across the Group in 2025; all new and
legacy suppliers are now required to agree to the new Group Supplier Code of Conduct for compliance.
The Group's robust processes and controls ensure that all elements of its supply chain are managed
responsibly. Full details of the Group’s Supplier Code of Conduct, which is updated annually, can be found
at www.oxb.com.
Community
Volunteering
OXB recognises the value of community contribution and encourages its employees to volunteer through a
dedicated volunteering policy. Under this initiative, employees can take up to one day of paid time off each year
to support local charities or contribute to community projects.
In 2025, OXB employees globally volunteered 82 days of their time to support local charities, conservation
and education.
Volunteering activities at OXB UK included supporting Helen and Douglas House Children’s Hospice, one
of OXB UK's nominated charity and Sobell House, providing essential support to local families across
Oxfordshire. Conservation work ranged from helping at Aston's Eyot, a former landfill transformed into
biodiverse meadows and woodland, to The Friends of Burgess Field by raking fields, sowing wild flower seeds
and planting hedgerows. Colleagues further strengthened community connections by participating in a local
rugby tournament, supporting a charity nursery and taking part in charity golf tournaments, all helping to
raise funds for local causes while enhancing their own wellbeing through purposeful, community-centred
involvement. In 2025, employees volunteered for a total of 342 hours.
Employees at OXB France supported their local communities by partnering with L'Entreprise des Possibles,
a non-profit association fund that supports associations working locally to help homeless people or people
in need. Through this partnership, employees can volunteer or donate their paid leave days which OXB
France converts into financial contributions to the non-profit organisation. In 2025, employees volunteered
at L'Enterprise des Possible, which OXB France matched resulting in a financial donation of approximately
EUR1,280. In addition, OXB France made a subscription donation to the non-profit organisation of EUR3,000.
US employees can take up to 8 hours per year for community service and can volunteer at various events. In
2025, employees volunteered for a total of over 200 hours, primarily at the Veteran Administrations Food pantry
and Lexington Community Farm.
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
54 ESG report (Continued)
Charitable giving
Fundraising activities in the UK are overseen by a group of employee volunteers, known as the Helping Hands
team, in support of OXB UK’s nominated registered charities Ssnap and Helen and Douglas House Children’s
Hospice. These two charities were nominated and voted for by OXB UK employees in October 2024 for the
following three-year cycle.
During 2025, OXB collectively raised over £11,000 for its chosen charities. In the UK, the Helping Hands team
organised a number of fundraising events which included an Easter bake sale, raffle and "Guess the egg", a
football tournament, a Diwali potluck, a facilities quiz and a Christmas bake sale and raffle.
In addition, to celebrate OXB's 30 year anniversary in May 2025, OXB set a challenge for its employees globally
to collectively walk, run and cycle 30,000 kilometres. For every kilometre covered, OXB donated £0.30 to the
two UK nominated charities up to the 30,000 kilometres goal (£9,000 in total).
In 2025, OXB UK continued to run ‘payroll giving’, providing employees with the opportunity to support local
charities in a tax-efficient manner through monthly payroll contributions.
In the US, employees supported a variety of charitable activities including donating clothing weighing over 1,100
pounds to The Chelmsford Wish Project; donating spectacles to the Lions Club; and participating in the Dana
Farber Jimmy Fund Cancer 5k walk, raising over $3,100.
In France, the Happy Committees at each site organise charitable events that support local communities
and enhance internal communication, promote team wellbeing and cohesion and facilitate dialogue between
Management and staff. In 2025, employees participated in a range of charitable endeavours including 15
employees who entered the "Octobre Rose" races to support cancer research. OXB France employees also
donated games, toys and clothing to Les Restaurants du Coeur and Caritas (Association Carijou).
Apprenticeship Scheme
OXB is dedicated to supporting apprentices through in-post learning and training, delivering local benefits and
creating high-skilled employment opportunities within the community.
In 2025, OXB UK supported ten apprentices, one of whom completed their Level 7 Master of Research Scientist
(MRes Scientist) from Aston University. Of these apprentices, a cohort of Level 5 and Level 4 students are close
to graduating and aim to move to the next level, as they continue their career growth to become full-time
scientists or biotechnologists at OXB.
OXB France runs a similar apprenticeship scheme and in 2025, welcomed six apprentices.
Academic collaborations and support of studentship programmes
In 2025, OXB UK continued to support the Advanced Bioscience of Viral Products Collaboration Training
Partnership. The multidisciplinary doctoral training programme, designed to train and develop the next
generation of bioscience leaders, is led by OXB UK, alongside its partners Biotechnology and Biological
Sciences Research Council, University College London and the University of Oxford. The programme entered its
fifth year, with all 24 students successfully progressing onto their next year. The annual symposium, held at UCL
East in London in July 2025, brought together the students with their academic and industrial supervisors, to
hear updates on individual project progress and learn about recent advances in the cell and gene therapy field.
OXB UK continued its outreach work, with scientists and managers participating in a mock interview day at
Cherwell School in Oxford. Additionally, line managers and employees from various functions showcased OXB
and its career opportunities at the OxLEP Careers Fest in March 2025, presenting to multiple schools and
students to inspire future scientific careers.
OXB France is a member of several industry associations representing pharmaceutical companies operating in
France, including the Leem (Les entreprises du medicament), Afipral (Association of Pharmaceutical Industry
Manufacturers of the Rhône-Alpes Region) and A3P (Association pour les Produits Propres et Parentéraux).
Membership allows OXB France employees from relevant departments to engage with other companies in the
industry, providing a platform to access and share technical, scientific, legal and regulatory updates.
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
5: Members of the UK team used
their OXB volunteering day to
support conservation efforts at
Aston’s Eyot, a former landfill
turned community green space
in Oxford.
Working alongside local
volunteers, the team built deer
exclosures to protect regenerating
woodland and cleared paths to
improve public access.
6: The Commercial Team came
together in Strasbourg, France for
an energising three-day offsite.
They reviewed the 2025
performance, aligned on priorities
for 2026, and took part in a series
of interactive workshops and
team-building sessions designed
to challenge our thinking and
strengthen collaboration.
1 & 2: OXB took part in Careers
Fest 2025 hosted by Enterprise
Oxfordshire Skills's Oxfordshire
Career Hub, meeting thousands
of students eager to learn about
different career paths, including
those in science and biotech.
3 & 4: To mark OXB’s 30th
anniversary, OXB set an ambitious
target to collectively walk, run, and
cycle a combined 30,000 kilometres
throughout May – with the aim of
raising £9,000 for Helen & Douglas
House and SSNAP (Supporting sick
newborn and their parents), two
charities doing incredible work
supporting families through some
of life’s hardest moments.
1
3
4
2
5
6
55
Strategic reportCorporate GovernanceFinancial statementsOther information
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
56 ESG report (Continued)
Governance
Governance Framework for ESGR
At OXB, strong governance is the cornerstone of its commitment to ethical business practices, transparency
and long term value creation. OXB's governance framework is designed to foster accountability, align with
stakeholder interests and support the integration of ESG and risk considerations into the Group's decision-
making processes.
Following the introduction in 2024 of a clearly defined governance framework around three focused priorities—
Environment (E), Social (S) and Governance (G), 2025 saw a further evolution of the ESGR framework. The Board
encouraged the organisation to develop its Social and Governance scorecards beyond task-focused metrics,
moving toward measurements that reflect the impact OXB's work has on patient health outcomes, employee
engagement and governance. The Site ESGR Committees discussed the patient impact metrics and governance
metrics that could be used to measure outcomes and submitted their proposals to the ESGR Committee, which
then presented the recommended metrics to the Board for approval. These recommendations were approved
and will be implemented in the 2026 Social and Governance scorecards.
More broadly, the terms of reference for the ESGR Committee were presented to the CET and were approved
in 2025.
Full details of OXB's governance framework for ESGR is provided in the Principal risks, opportunities and risk
management framework section of this Annual report and accounts on pages 56-57.
UK Corporate Governance Code 2024 and UK Listing Rules
Good corporate governance, including compliance with the UK Corporate Governance Code 2024 and the UK
Listing Rules, continues to be an important area of focus for the Group. The Board believes that good corporate
governance is ultimately the responsibility of the Board and its Committees and is essential for the long term
success of the business. During 2025, the Group complied fully with the UK Corporate Governance Code 2024
and the UK Listing Rules. Further details of the Company's compliance with the UK Corporate Governance
Code 2024 and the UK Listing Rules can be found in the Corporate Governance Report section of this Annual
report and accounts on pages 68-79.
OXB has taken all the necessary steps to be compliant with the new provision 29 of the UK Corporate
Governance Code 2024 effective as of 1 January 2026.
Anti-bribery and corruption (ABAC)
OXB’s policy on preventing and prohibiting bribery and corruption is in accordance with the UK Bribery Act
2010 as well as other relevant overseas legislation. OXB does not tolerate any form of bribery by, or of,
its employees, agents or consultants or any person or body acting on its behalf. The CET is committed to
implementing effective measures to prevent, monitor and eliminate bribery.
In 2025, all UK employees were required to complete anti-bribery training through an online learning portal as
part of the anti-bribery annual refresher training programme. In addition, the Anti-Bribery and Corruption policy
was reviewed and redrafted for roll-out to all of OXB's three geographies.
Failure to prevent fraud offence under Economic Crime and Corporate Transparency Act
(ECCTA) 2023
During the year, the Group introduced compulsory annual training for all employees on the new ‘failure
to prevent fraud’ offence under the ECCTA 2023. This training strengthens OXB’s compliance framework
by ensuring colleagues understand their responsibilities, can identify red flags, and are aware of appropriate
reporting channels
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
57
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Whistleblowing
OXB’s compliance activities include the prevention and detection of misconduct through policy
implementation, training and monitoring. As part of this effort, employees are encouraged to report suspected
cases of misconduct in confidence and without fear of retaliation. Concerns and allegations are thoroughly
investigated with disciplinary action taken where necessary, including dismissal and reporting to relevant
authorities. Training on the whstleblowing policy, is required to be completed annually by all employees.
An anonymous confidential reporting channel is available for all employees and there are procedures in place to
protect whistleblowers.
Human rights and anti-slavery
OXB is opposed to slavery and human trafficking and recognises its responsibility to identify, mitigate and
address potential and actual human rights impacts directly linked to its business activities and supply chain. The
Group conducts its business in accordance with the letter and spirit of UK Human Rights legislation and the
UK Modern Slavery Act 2015. While the risk of modern slavery and human trafficking is relatively low in the
geographical locations in which the Group operates, this responsibility extends to its business relationships.
OXB carried out a range of activities in 2025 to mitigate the risks associated with modern slavery in its
operations and supply chain including eligibility checks on all new employees to prevent human trafficking and
forced labour and vetting any external recruitment partners for reputation. All employees receive training on
whistleblowing, responsible purchasing, ethical values and supply chain management including human rights,
where necessary. OXB also has a Dignity at Work Policy reinforcing these standards and emphasising the need
to conduct business with respect and responsibility.
Suppliers are required to either comply with OXB's Global Supplier Code of Conduct or provide equivalent
documentation demonstrating compliance with modern slavery legislation in their operating countries. This
includes prohibitions on child and forced labour, minimum wage compliance and fair working conditions.OXB
reviews its policies, procedures and risk assessments to ensure it meets its ethical standards for responsible
supply chain management.
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
STRATEGY KEY TREND KEY
Deliver
growth and
leadership
UnchangedAccelerate
innovation
Be a great
place to
work
Increasing
risk
Decreasing
risk
Achieve group
financial
targets
New
58
Principal risks, uncertainties and risk management framework
The cell and gene therapy sector has a higher risk profile when compared with other sectors. Consequently,
the Group is exposed to a range of risks. OXB believes that understanding and addressing risks is crucial
to safeguarding the Group’s assets, reputation and long term value. Embedding a sound risk management
framework within the Group is an essential part of this process, aiming to identify, analyse and mitigate risks and
protect the Group against both emerging and principal risks.
This section of the Annual report and accounts provides a comprehensive overview of the Group's principal
risks and outlines the steps taken to identify and assess risks and to enable the Group to effectively manage
them. Whilst principal risks are only a subset of the risks faced by the Group in the course of its operations, they
represent the risks which are most likely to significantly affect the achievement of the Group's business strategy
and future performance. Some of the principal risks are specific to the Group's current operations, whilst others
are common to all CDMO companies.
As part of the Group’s approach to risk management, it conducts a comprehensive annual assessment of the
emerging and principal risks that could affect its business model, future performance, solvency or liquidity.
Emerging Risks
Emerging risks are newly identified risks that may pose future challenges to the Group. While these risks
have the potential to materialise over time, their short-term impact on the Group is typically low and their
outcomes remain uncertain. Some emerging risks may evolve rapidly, while others may not materialise at all.
OXB continuously monitors both its internal operations and the external environment to identify, assess and
manage emerging risks, ensuring appropriate mitigation strategies are in place.
Emerging risks are identified via horizon scanning and are discussed at the CET and ESGR Committee. If
considered significant, they are included in the Group and site risk registers, as relevant. During 2025 and
post-period end, emerging risks such as climate change and US trade tariffs were discussed. The Group will
continue to monitor and assess these developments to identify any potential business impact.
Principal Risks
In 2025, the Group's primary focus has been on continuing to operate the strategic transition towards
"One OXB" and solidifying its position as a quality and innovation-led pure-play CDMO. This transformation
has led to a more stable and mature risk profile and contributed to a more resilient and sustainable
operational environment.
As the Group's risk profile has evolved, some of the previously identified principal risks have been consolidated
to better reflect the interconnected nature of the risks faced:
• "Vector Strategy" has been consolidated into the commercialisation risk titled “ Rapid Technical Change".
• "Third party suppliers and supply chain" has been consolidated into the supply chain and business execution
risk titled "Business Disruption".
• "Manufacturing failure" has been consolidated into the supply chain and business execution risks titled
"Product Quality and Patient Safety" and "Business Disruption".
Please note that the while the climate risk is retained as a principal risk in the Group's risk register, it has been
removed from the table below and is discussed in detail within the Environment section of the ESG report on
pages 45-48.
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
59
Strategic reportCorporate GovernanceFinancial statementsOther information
Risk category and principal risk
Context and
potential impact Mitigation actions
Trend versus
prior year
COMMERCIALISATION RISKS
Failure to execute
strategic transition and
partner collaborations
A failure by OXB to
successfully implement
its revised strategy of
becoming a quality
and innovation-led pure-
play CDMO, along
with challenges in
executing existing and
new material client
contracts, could materially
impact the Group’s
commercial success. If
clients discontinue the
development of product
candidates in which OXB
holds a financial interest
through IP licences,
this may result in
a loss of potential
revenue and hinder
the Group’s strategic
objectives. Furthermore,
client volumes increase
as they move
into commercialisation,
increasing the risk of
concentration of revenues.
• OXB has a CEO with strong CDMO
experience leading the change in
Group strategy.
• The multi-site structure aligns commercial
and operational activities, with Site Heads
providing regular updates to the CET and
the Board.
• The Group has lentiviral vector development
and manufacturing capabilities at all of its
sites in the UK, the US and France.
• A global CDMO sales and business
development function has been established
to align the sales pipeline across all sites.
• The Group engages with multiple clients to
build a diversified client portfolio to reduce
reliance on any single project.
• A close relationship is maintained with its
clients via steering group meetings that look
at candidate selection and progression.
Unchanged
Rapid technical change
The cell and gene
therapy sector is
characterised by rapidly
changing technologies and
significant competition.
Advances in other
technologies in
the sector could
undermine the Group's
commercial prospects.
• Active horizon scanning is used to identify
the competition and technology advances in
the sector.
• The ITEB reviews and assesses technical and
process developments in the field of cell and
gene therapy.
• The Group looks to develop new
technologies for the Group's platform either
in-house or via in-licensing.
• GTIC reviews new ideas to enable the
rapid identification and execution of
innovation projects, with the aim of
developing best‑in‑class platforms that
deliver tangible benefits to clients and
strengthen our differentiation.
Unchanged
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
60 Principal risks, uncertainties and risk management
framework (Continued)
Risk category and principal risk
Context and
potential impact Mitigation actions
Trend versus
prior year
Product quality and
patient safety
Failure of OXB's
manufacturing processes
that result in batch
failures and/or products
that fail to pass
compliance/ regulatory/
client standards, threatens
future performance
and solvency.
• The Group's Quality Management Systems
are focused on ensuring quality control and
assurance across the entire value chain: from
the raw materials to the finished goods.
• Investing in high-quality state-of-the-
art facilities, equipment and personnel
helps mitigate the risk of not
meeting required specifications and failing
regulatory inspections.
• OXB has a Quality Management Framework
which ensures appropriate GMP procedures
are followed.
• Qulaity Management System is designed for
early identification of quality control issues
and remedial actions.
• To address variability in the quality of
critical raw materials, the Group engages
closely with key suppliers and evaluates
alternative suppliers.
Redefined
SUPPLY CHAIN AND BUSINESS EXECUTION RISKS
Business Disruption
Prolonged business
disruption impacts OXB's
ability to operate,
adversely impacting
revenue/profitability,
threatening future
performance and solvency.
OXB is reliant upon
strategic suppliers. If
one or more of these
suppliers fail to meet
their commitments, OXB's
operations would be
significantly disrupted
threatening the business
model, future performance
and solvency.
• Sourcing from multiple suppliers, to the
extent possible and regularly evaluating the
correct inventory levels of critical material
supplies through strategic inventory reviews
helps to mitigate the supply chain risks,
across all sites.
• The Group has asked key suppliers to hold
stocks in local third party warehouses to
cover any immediate supply issues.
• The Group's 45,000 square feet Wallingford
warehouse enables the Group to hold an
appropriate amount of ambient stock to
cover upcoming production.
• The business continuity plan (including
disaster recovery) is reviewed by the CET and
updated as necessary.
• Business critical infrastructure is maintained
in accordance with OXB's rolling service and
maintenance schedule.
Redefined
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
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Strategic reportCorporate GovernanceFinancial statementsOther information
Risk category and principal risk
Context and
potential impact Mitigation actions
Trend versus
prior year
Failure in information
technology or cyber security -
Cyber threats continue
to pose an ongoing
risk to the Group
and its operations, data
integrity and compliance.
A successful attack could
disrupt services, expose
sensitive data and result
in financial loss, legal
penalties and reputational
damage. As AI adoption
grows, new vulnerabilities
emerge, highlighting the
need to protect critical
assets, uphold trust and
ensure business continuity.
• The Group has implemented a multi-
layered cyber security strategy designed
to address both traditional and emerging
threats. Enterprise-wide policies, processes
and procedures provide a consistent
framework for security operations, while
holistic monitoring across all the sites ensures
timely detection and response to alerts.
• The Group has taken steps to ensure
business continuity. Disaster recovery plans
are regularly tested and independent external
testing is used to verify and improve
control effectiveness.
• Cyber risk oversight is jointly led by the
Global Cyber Lead and the Vice-President,
Information Systems. The Board receives
an annual review and quarterly interim
updates, while the Audit Committee is briefed
quarterly. The CET is provided with more
frequent updates.
• The Group has launched a cyber security
intranet page where employees can find
guidance, resources and updates.
• During the year, all employees were
required to complete a suite of instructional
videos designed to strengthen employees’
understanding of current cyber threats and
best practices. This ongoing training supports
the Group’s continued focus on reducing risk
and safeguarding its people, data and clients.
• To strengthen AI governance, a dedicated
group has been established to oversee
model validation, ethical use and regulatory
compliance, supported by clear policies and
guidelines to ensure AI systems are used and
deployed responsibly and securely.
• The Group conducts risk assessments for
supply chain and third-party vendors to help
identify and mitigate external vulnerabilities.
• AI tools are being adopted within
existing security monitoring environments
to enhance threat detection and
response capabilities through automation
and predictive analytics. These efforts
are complemented by ongoing security
awareness training and simulations.
The risk
continues to
increase as cyber
threats grow
more
sophisticated
and the adoption
of AI introduces
new
vulnerabilities
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
62 Principal risks, uncertainties and risk management
framework (Continued)
Risk category and principal risk
Context and
potential impact Mitigation actions
Trend versus
prior year
Failure to attract, develop,
engage and retain a
diverse, talented and
capable workforce
The Group depends on
recruiting and retaining
highly skilled employees
to deliver its objectives
and meet its client needs.
The market for such
employees is increasingly
competitive and failure
to recruit or to retain
employees with required
skills and experience
could adversely affect the
Group's performance.
• The Group has put in place a range of
strategies to drive employee engagement
and retention.
• The Group has enhanced employee
communication by increasing the frequency
and variety of engagement ensuring
continuous two-way feedback, through
global townhalls and direct "Meet the
Management" Q&A sessions.
• An employee pulse survey was also
conducted during the year to gauge progress
and morale and inform the future direction of
the employee communication strategy.
• The Group rolled out development
programmes for senior leaders to
ensure a consistent and high level of
people management.
• A new global talent and succession planning
process has been rolled out to senior leaders,
to identify and mitigate key people risks and
develop succession and development plans
for critical roles.
• Further details on engagement with
employees can be found in the OXB's
stakeholders section on pages 28-33 and
Statement of employee engagement on page
115.
This risk has
reduced due to a
general
downturn in the
recruitment
market, but the
threat of highly
skilled
employees
joiningcompetitors
remains a
concern.
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
63
Strategic reportCorporate GovernanceFinancial statementsOther information
Risk category and principal risk
Context and
potential impact Mitigation actions
Trend versus
prior year
LEGAL, REGULATORY AND COMPLIANCE RISKS
Litigation and/or
governmental investigations
The Group's business
operations are subject to a
wide range of laws, rules
and regulations across
the UK, the US and
the EU. Any failure to
comply with these laws,
rules and regulations may
result in the Group being
investigated by relevant
government agencies and
authorities and/or in legal
proceedings being filed
against the Group.
• The Group has implemented a robust
compliance framework and rolled out various
global policies and mandatory annual training
on Anti- Bribery and Corpuption and
Criminal Corporate Liability, cultivating a
strong compliance-focused culture amongst
its employees.
• The Group uses professional advisers to
provide appropriate guidance and advice
tailored to applicable laws and regulations in
the UK, the US and the EU, to minimise any
resulting risk that may arise.
• The Group invests in high quality facilities,
equipment and employees and, in particular,
in quality management processes.
Unchanged
ECONOMIC AND FINANCIAL RISKS
Liquidity Constraints
Adverse performance
negatively impacts OXB's
financial performance
and financial position
limiting liquidity and
threatening solvency
• Following the Group's decision to become
vector agnostic across all manufacturing
sites, a higher proportion of income is
expected to be received in both US Dollars
and Euros, helping to mitigate currency risk.
• The Group's cash balances are predominantly
held in Sterling and US Dollars.
• Compliance with the terms of the Oaktree
loan agreement is monitored by the legal and
the finance departments.
• Ongoing performance and medium to longer
term cash forecasting performed to identify
early triggers.
This risk
continues to
increase due to
continued
fluctuation of
Sterling versus
the US Dollar.
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
64 Principal risks, uncertainties and risk management
framework (Continued)
Risk category and principal risk
Context and
potential impact Mitigation actions
Trend versus
prior year
Geopolitical Risks
Geopolitical risks, including
ongoing tarriff changes
and instability in Ukraine
and Middle East, trade
tensions, post-Brexit
regulations and changes in
the US government could
impact OXB's operations in
the UK, the US and France.
These factors could
disrupt supply chains,
increase raw material and
energy costs and lead
to regulatory changes,
impacting profitability
and growth.
The Group may face
challenges in passing
on price increases to
clients and securing energy
and raw materials, while
policy shifts in the US
could further affect trade
and regulatory conditions,
adding operational risk.
• The Group mitigates geopolitical risks by
securing long-term fixed contracts for energy
supplies to minimise energy cost fluctuations.
• The Group closely monitors client services
to manage and reduce the impact
of inflationary cost increases wherever
possible, ensuring that price adjustments are
handled effectively.
• The CET closely monitors the changes in the
US trade policy and appropriate measures will
be implemented, if required.
The risk
continues to
increase due to
uncertainty
around
geopolitical
tensions and
evolving policy
changes.
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
65
Strategic reportCorporate GovernanceFinancial statementsOther information
Risk Management Framework
OXB firmly believes that embedding a robust risk management framework across all sites is crucial to ensuring
the continued success and sustainability of the organisation. The Group has an established risk management
framework focused on risk identification, assessment and evaluation, with specific risks addressed using tailored
mitigation strategies.
The Group’s risk management framework, outlined below, identifies and assesses risks and appropriate
mitigation strategies, ensuring that emerging risks and operational challenges are effectively captured and
addressed. Through horizon scanning, emerging risks are identified and subsequently documented in a risk
register that captures both operational and strategic risks along with their corresponding mitigation actions.
These risks are then consolidated into a Group risk register that undergoes review by the ESGR Committee
before being presented to the CET. The CET bears responsibility for monitoring the effectiveness of these
processes. To ensure proper governance, the ESGR Committee provides the Board with a comprehensive risk
report as part of its Board materials at each of its formal meetings.
CET
CEO – Dr. Frank Mathias
ESGRC
COO – Thierry Cournez
1
UK ESGRC
Site Head of UK Operations
FRA ESGRC
Site Head of France
Operations
US ESGRC
Site Heads of US Operations
CET = Corporate Executive Team
Group ESGRC = Environment, Social, Governance and Risk Committee
UK ESGRC = Environment, Social, Governance and Risk Committee for UK
US ESGRC = Environment, Social, Governance and Risk Committee for US
FRA ESGRC = Environment, Social, Governance and Risk Committee for France
The Board
Chair – Dr.Roch Doliveux
1. Thierry Cournez left the business on 28 February 2026 and a search is underway for his replacement. The CEO, Dr. Frank Mathias is currently acting COO for the UK and France
and the CBO, Dr. Sébastien Ribault, is currently acting COO for the US, both supported by the relevant Site Heads until a new COO is appointed.
Board of Directors and the Audit Committee
The Board has overall responsibility for risk management, determining the Group’s risk appetite and tolerance
and for ensuring that the risk considerations are integrated into business planning and strategic decisions. It
is also responsible for holding the CET accountable for identifying and managing risks within the established
framework and for the maintenance of a robust system of internal controls. The Audit Committee monitors the
risk management processes and their implementation as well as reviewing the Group's internal control systems.
The CET
The CET meets on a bi-weekly basis, with the Site Heads joining as and when required. The Chair of the ESGR
Committee presents the operational risk management processes and evaluate identified risks to the CET.
Environmental, Social, Governance and Risk Committee (ESGR Committee)
The ESGR Committee is responsible for setting the tone for risk management across the Group, ensuring that
strategic risks including ESG risks and opportunities are identified, addressed and aligned with the Group’s
objectives. It provides oversight, guidance and accountability at the highest level to safeguard the Group’s long
term success. The ESGR Committee ensures that the risks identified at the site-level are integrated into the
Group's risk register, if significant and that mitigation strategies are aligned with global objectives.
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
66 Principal risks, uncertainties and risk management
f
ramework (Continued)
The ESGR Committee’s composition ensures a multidisciplinary approach to risk and governance. During 2025,
the ESGR Committee comprised:
• Chief Operating Officer acting as Chair.
• Site Head of UK Operations, Site Heads of US Operations and Site Head of France Operations.
• The Deputy Company Secretary.
• The Director of Financial Controls.
• Ad hoc technical advisory experts as needed.
Post period end, the ESGR Committee will be chaired, on an interim basis, by Head of External Reporting and
Contr
ols, reflecting the organisation’s increased focus on internal controls and risk management.
Site ESGR Committees
Site ESGR Committees were established in 2024 at all sites, ensuring local insights inform global risk
management strategies. Each Site ESGR Committee is chaired by the Site Head and comprises local ESG
representatives, including a designated local risk representative and Heads of operational departments.
The Site ESGR Committees are responsible for addressing site-specific risks, managing local ESG matters and
driving the implementation of site-specific initiatives, with the broader ESG strategy and targets set by the
Group to ensure alignment.
Other Key Management Sub-Committees
The Group operates additional management sub-committees, listed below, which convene regularly. Risk
management is a primary focus for each of these management sub-committees, ensuring that risks are
proactively identified, assessed and addressed as part of the Group's operational and strategic decision-making.
These sub-committees are instrumental in embedding risk awareness throughout the organisation, monitoring
emerging risks and implementing appropriate mitigation measures to enhance the Group's resilience and
support its long term objectives.
The key management sub-committees are as follows:
• Global Technical and Innovation Committee (GTIC).
• Intellectual Property Management Committee (IPMC).
• Quality Management Review Committee (QMRC).
• Workforce Engagement Panel (WEP).
Further details on these management sub-committees can be found in the section titled Corporate Governance
Framework on page 74.
Standard Operating Procedures (SOPs)
All areas of the business operate under well-established SOPs, which are essential for mitigating the risks
inherent in the Group’s business operations. Where applicable, SOPs are required for compliance with
Good Manufacturing Practice (GMP), Good Clinical Practice (GCP) and Good Laboratory Practice (GLP). Any
deviations from these SOPs are identified and investigated. Compliance with these SOPs is routinely audited by
relevant regulatory bodies and business partners. Other SOPs, such as those governing financial processes, are
also subject to audits.
The strategic report on pages 1-66 was approved by the the Board on 26 March 2026 and signed on its
behalf by:
Dr. Frank Mathias
CEO
26 March 2026
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
67
Strategic reportCorporate GovernanceFinancial statementsOther information
CONTENTS
Corporate Governance
Corporate Governance Report
68
– Board of Directors
70
– Corporate Executive Team
72
Nomination Committee Report
80
Audit Committee Report
84
Directors' Remuneration Report
90
Directors' Report
113
Oxford Biomedica PLC | Annual Report and Accounts 2025 | Corporate Governance
68
Corporate Governance Report
Dear Shareholder
I am pleased to present OXB’s Corporate Governance Report for the year ended 31 December 2025. This
section describes how OXB's corporate governance framework operates, the composition of the Board and its
Committees and how they have approached key areas of focus and addressed any strategic issues arising
during the year. I am delighted to report that during 2025, OXB fully complied with the UK Corporate
Governance Code 2024 and all other legal and regulatory obligations. The Board is closely monitoring the
work being done by the Group to comply with Provision 29 of the UK Corporate Governance Code 2024 which
came into effect on 1 January 2026.
Highlights of the year
The Board believes that good corporate governance is essential for the long term success of the business and
this is ultimately the responsibility of the Board and its Committees.
2025 was a year of strong financial growth and strategic execution for OXB as we advanced our multi-
vector, multi-site, pure-play CDMO strategy and expanded our global footprint. We strengthened our position
as a world-leading partner in the cell and gene therapy sector, delivering high-quality development and
manufacturing solutions across all key vector types while diversifying our technology platform and client base.
This strategic progress translated into significant commercial and financial achievements driven by increased
activity from maturing lentiviral programmes approaching commercialisation and a growing number of new
AAV business wins. Our performance reinforces our leading position in the viral vector market and our transition
into a sustainably profitable business.
Board and Committee Leadership
I would like to recognise the essential role that all the Directors play in carrying out their responsibilities as
members of our Board and its Committees. I am particularly grateful to the chairs of the Committees for the
diligent and committed way in which they carry out their duties.
I want to express my gratitude to the Nomination Committee for their thorough efforts in strengthening
the CDMO expertise on the Board and advancing its succession planning. Specifically, we welcomed
Colin Bond as an independent Non-Executive Director and the Chair of the Audit Committee. Colin has
a wealth of international experience in the CDMO and biopharma industries as well as strong technical
accounting credentials.
I would like to extend my congratulations to Peter Soelkner on his expanded role as Vice Chair of the Board.
In addition, I would also like to thank Professor Dame Kay Davies for her leadership as Chair on the successful
launch of the newly formed Innovation and Technology Excellence Board (ITEB) and for her invaluable service
as our Senior Independent Director. The ITEB plays a key role in advising OXB on technology priorities,
innovation opportunities and emerging trends to support the Group's growth as a pure-play CDMO.
I would further like to thank both Stuart Henderson and Robert Ghenchev for their excellent contributions to
the Board and wish them both the very best for the future.
At the end of 2025, the Board comprised 55.55% women, meeting the recommended target set in the Listing
Rules. The Group is proud to have been identified by the FTSE Women Leaders Review Team as one of the Top
10 companies for representation of women on boards and as number 1 for women in leadership teams in 2025.
This recognition reflects the leadership culture we are building at OXB - one that values diverse perspectives,
inclusive leadership and creating opportunities for talented people to thrive at every level of the organisation.
Furthermore, throughout the year the Group continued to meet both the recommendations of the Parker
Review on Ethnic Diversity for the Board and the Listing Rule targets regarding ethnic diversity in boardrooms.
(see page 81 for further information).
The Audit Committee has a key role in monitoring the integrity of our financial reporting and management of
risk. Cyber risk, cyber security and AI governance, as well as compliance with Provision 29 of the UK Corporate
Governance Code 2024 have been, and continue to be, a particular focus of their activity in 2025.
In 2025, the Remuneration Committee focused on reviewing historic and future LTIP award levels and CET
compensation given the need to appropriately incentivise and reward our high performing Executive team. I
would like to thank Dr. Heather Preston for her excellent work leading shareholder engagement regarding the
proposed remuneration changes.
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Engagement with shareholders
The Board was very pleased to engage more directly with the Group's shareholders in 2025. We held our
AGM at our Oxford site in June 2025, encouraging shareholders to attend in person and have face-to-face
engagement. Shareholders were also encouraged to submit questions to the Board in advance by post or
email. Questions and responses were made available on OXB's website. The Board is looking forward to more
in person engagement with shareholders, employees and other stakeholders during 2026, including inviting
shareholders to attend the AGM in person again this year.
Board Evaluation
During the year, we undertook an internal review of the effectiveness of the Board, its Committees and its
individual Directors, providing valuable perspectives that challenge the status quo and support our commitment
to continuous improvement in fulfilling our duties. As a Chair, I always find these processes incredibly helpful
in providing a different perspective and challenging the status quo. Some areas of development were identified,
including continued updates on the CDMO competitive landscape, a greater focus on Board succession
planning, as well as tailored training on key regulatory, scientific and AI governance matters. I look forward
to seeing the impact of addressing these areas on the effectiveness of the Board during 2026 and beyond.
Conclusion
I am delighted to invite all of our shareholders to further engage with us at our AGM on 7 May 2026.
Dr. Roch Doliveux
Chair
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At the end of 2025 the Board consisted
of the following Directors:
Dr. Roch Doliveux (1)
Chair
Dr. Roch Doliveux was appointed to the
Board as an Independent Non-Executive
Chair in June 2020. Dr. Doliveux is
currently Chair of the Board of Directors
at Pierre Fabre S.A. and Vice Chair of
Pierre Fabre Participations. He is also a
member of the Board of Chiesi Limited,
a private biopharma company. He was
previously the Chief Executive Officer
of UCB S.A. for ten years during which
time he transformed the company from
a diversified chemical group into a
global biopharmaceutical leader. He was
a member of the Board of UCB S.A.
from 2002–2015 and from 2017–2021.
In addition, Dr. Doliveux was a member
of the Board of Stryker from 2010–
2020 and Chair of the Compensation
Committee from 2016–2020. He also
chaired the Board of Vlerick Business
School from 2013–2017, the Board of
IMI, the largest healthcare public-private
partnership in the world from 2012–
2015 and the Board of GLG Institute
from 2016–2022. Prior to this, Dr.
Doliveux worked at Schering-Plough
International, Inc. from 1990–2003 and
at Ciba-Geigy AG (now Novartis) from
1982-1990. Dr. Doliveux is a Veterinary
Surgeon by training and has an MBA
from INSEAD.
Committee membership:
Nomination Committee (Chair).
Remuneration Committee.
Relevant skills:
Corporate strategy.
Corporate governance.
Investor relations.
Dr. Frank Mathias (2)
Chief Executive Officer
Dr. Frank Mathias joined the Board
as Chief Executive Officer in March
2023. Dr. Mathias was previously the
CEO of Rentschler Biopharma SE,
which he successfully developed into
a leading global, full-service CDMO.
Prior to Rentschler, Dr. Mathias was
CEO of Medigene AG, a publicly listed
immuno-oncology company focusing
on the development of T-cell-based
cancer therapies. He is currently the
Chair of the Board of ArcticZymes
Technologies ASA, a supplier of best-
in-class enzyme technologies and a
member of the Board of Seqens,
a French private CDMO. Dr. Mathias
additionally serves on the Board of
August Faller GmbH & Co., a privately
held company. Over the course of his
30-year career, Dr. Mathias has also
served in senior roles at leading global
pharmaceutical companies including
Amgen Deutschland GmbH, Servier
Deutschland GmbH and Hoechst AG
and in 2019 was awarded the title
of “EY Entrepreneur of the Year” in
Germany. Dr. Mathias is a pharmacist by
training and completed his Doctorate in
Pharmacy at Paris VI University.
Relevant skills:
Biotech and pharma experience.
CDMO industry experience.
CEO and global leadership.
Manufacturing/supply chain.
Peter Soelkner (3)
Vice Chair
Peter Soelkner was appointed to the
Board as a Non-Executive Director
in March 2024 and was appointed
Vice Chair on 11 June 2025 following
Stuart Henderson’s departure from the
Board. Mr. Soelkner has more than
30 years' experience in the global
pharmaceutical services industry with
significant CDMO expertise. In addition,
he is also a member of the Board
of Coriolis Pharma, a private company.
Mr. Soelkner is also Manging Director
of Prime Radiant Partners GmbH and
Partner of Prime Radiant Partners S.p.A.,
two private equity companies since
1 January 2026. Until May 2025, he
was Managing Director of Vetter, a
global Aseptic Filling and Packaging
CDMO, where over the past 15 years
he has helped grow revenues from
$200million to more than $1billion.
Prior to Vetter, Mr. Soelkner held various
senior positions at Sartorius including
Vice President of the Americas region
where he expanded the global footprint
of the business across the US and
multiple sectors. He has an MBA from
Columbia Business School, New York
and Masters in Chemical Engineering
from TU Dortmund University, Germany.
Committee membership:
Audit Committee.
Remuneration Committee.
Nomination Committee.
Relevant skills:
Corporate development and strategy.
Operations and supply
chain management.
Corporate finance.
CDMO industry experience
Cell and gene therapy
industry experience.
Professor Dame Kay
Davies (4)
Senior Independent Director
Professor Dame Kay Davies was
appointed to the Board as an
Independent Non-Executive Director in
March 2021. In March 2023, Professor
Davies became the Senior Independent
Director when the role of Deputy Chair
and Senior Independent Director was
divided into two roles. From 1 January
2025, Professor Davies became the
designated Director by the Board
to oversee engagement between the
Board and the workforce. Professor
Davies is a world-leading human
geneticist with a research focus on
the molecular analysis of neuromuscular
and neurological disease. She is
currently Dr. Lee’s Professor of Anatomy
Emeritus and Co-Director of MDUK
Oxford Neuromuscular Centre at the
University of Oxford. Professor Davies
also sits on the Board of UCB S.A. and
Thomas White Oxford Limited. She was
co-founder of Summit Therapeutics plc,
a spinout from her research activities.
Previously, Professor Davies was a
Director of The Biotech Growth Trust
plc and a governor of the Wellcome
Trust in 2008, serving as Deputy Chair
between 2013 and 2017. Professor
Davies has a BA in Chemistry and
a D.Phil. in Biochemistry from the
University of Oxford.
Committee membership:
Remuneration Committee.
Nomination Committee.
Innovation and Technology Excellence
Board (Chair).
1
Relevant skills:
Cell and gene therapy
industry experience.
Scientific advisory.
1
The ITEB comprises of selected external scientific advisers, members of the CET and is chaired by Professor Dame Kay Davies.
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Colin Bond (5)
Independent Non-Executive Director
Colin Bond joined the Board on
1 January 2025 as an Independent
Non-Executive Director. Mr. Bond has
a wealth of international experience in
the CDMO and biopharma industries
and was most recently Chief Financial
Officer of Sandoz, listed on the SIX
Swiss Exchange, where he played a key
role in the company's successful spin-
off from Novartis. Prior to Sandoz, Mr.
Bond was Chief Financial Officer of
Vifor Pharma and Evotec. He also served
as Chair of the Audit Committee for
Siegfried AG, a leading CDMO quoted
on the SIX Swiss exchange for ten years
until May 2023. He is currentlyNon-
Executive Director and Chair of the Audit
Committee ofBioPharma Credit plc, a
company listed on the London Stock
Exchange, a member of theSupervisory
Board ofFormyconAG, a Non-Executive
Director of Faron Pharmaceuticals
Ltd, an AIM Listed company and a
Non-Executive Director of OneSource
Specialty Pharma Limited, a company
listed at the National Stock Exchange
of India Limited and Bombay Stock
Exchange Limited.He is also a Non-
Executive Director of two private
companies - Agomab Therapeutics NV
registered in Belgium and Medichem
S.A. registered in Spain. During his
early career, Mr. Bond worked as a
pharmacist, auditor and management
consultant for Procter & Gamble, Arthur
Andersen and PwC. Mr. Bond is a
Fellow of the Institute of Chartered
Accountants in England and Wales and
a Member of the Royal Pharmaceutical
Society of Great Britain.Heholds a BSc
in Pharmacy from Aston University and
an MBA from London Business School.
Committee membership:
Audit Committee.
Relevant skills:
Corporate finance and M&A.
CDMO and healthcare sector expertise.
Corporate governance and
risk management.
Dr. Lucinda (Lucy)
Crabtree (6)
Chief Financial Officer
Dr. Lucinda Crabtree joined the
Board as Chief Financial Officer in
September 2024. She was previously
Chief Financial Officer at MorphoSys
AG, where she led the finance team
across the US andGermanyuntil
the closing of the acquisition by
Novartis. Prior to MorphoSys, Dr.
Crabtree was Chief Financial Officer
at Autolus Therapeutics, a Nasdaq
listed clinical stage biopharmaceutical
company. Dr. Crabtree spent several
years as an investment professional
at institutions including Woodford
Investment Management, Panmure
Gordon, Goldman Sachs, J.P. Morgan
(originally Bear Stearns) and Jefferies
and also has experience as a
board observer at several private
healthcare companies. She holds a
first class Bachelor of Science degree
in Physiology and Pharmacology from
University College London and a
PhD in Pharmacology from University
College London.
Relevant skills:
Financial and business strategy
and leadership.
Business transformation.
Investor relations.
Cell and gene therapy
industry experience.
Laurence Espinasse (7)
Non-Executive Director
Laurence Espinasse was appointed to
the Board as a Non-Executive Director
in July 2024. She has more than
20 years of experience across the
legal and healthcare sectors, having
worked in corporate law, contract
law and compliance/risks. Prior to
her current role as General Counsel
and Compliance Officer at Institut
Mérieux, Ms. Espinasse held the role of
Partner and Head of the Business Law
Department at MDL Société d’Avocats,
as well as the role of Manager in the
Business Law Department at Ernst &
Young. She obtained her professional
lawyer's certificate from the École des
Avocats Centre Sud in Montpellier,
France and holds a postgraduate degree
in Tax and Corporate Law from the
University of Clermont-Ferrand, France.
Relevant skills:
CDMO industry experience.
Cell and gene therapy
industry experience.
Corporate governance.
Namrata Patel (8)
Independent Non-Executive Director
Namrata Patel was appointed to the
Board as an Independent Non-Executive
Director in April 2022. Ms. Patel has
extensive international experience in
manufacturing, contract manufacturer's
and end to end Supply Chain
management, as well as experience in
a commercialised regulated industry.
She has held positions of increasing
seniority in major blue chip companies
including Coca Cola, W H Smith Office
Supplies, Gillette, Procter & Gamble and
is currently working as Chief Supply
Chain Officer for Haleon plc. Ms.
Patel holds a Masters in Logistics and
Management from the Cranfield School
of Management and a BA Hons in Public
Administration from the University of
South Wales, Mid Glamorgan.
Committee Membership:
Audit Committee (ad hoc attendance on
ESG matters).
Relevant skills:
CDMO relationship management.
End to end supply chain management.
Global regulatory governance
and sustainability.
Corporate finance.
Dr. Heather
Preston (9)
Independent Non-Executive Director
Dr. Heather Preston was appointed
to the Board as an Independent Non-
Executive Director in March 2018
and was appointed Chair of the
Remuneration Committee in June 2020.
Dr. Preston is also on the Board of
Oxford Nanopore Technologies plc and
Aligos Therapeutics, a Nasdaq listed
company. She is also Non-Executive
Chair of Harness Therapeutics Limited,
a private biotechnology company. In
addition, she also serves as a Senior
Adviser to TPG Biotech and sits on the
boards of Azura Ophthalmics, Invenra
and AeroRx, all of which are privately
held companies. She has over 30
years of experience in healthcare, as
a scientist, physician and management
consultant and she has been an investor
in life sciences and biotechnology for
more than 20 years. Over the course
of her career, Dr. Preston has also
served as a Director on the Boards of
Oxford Science Enterprises plc, Karuna
Pharmaceuticals and Akouos Inc. Dr.
Preston holds a degree in Medicine from
the University of Oxford.
Committee membership:
Remuneration Committee (Chair).
Audit Committee.
Nomination Committee.
Relevant skills:
Scientific advisory.
Corporate finance.
Investor relations.
Stuart Henderson
Stuart Henderson stepped down from
the Board on 11 June 2025.
Robert Ghenchev
Robert Ghenchev stepped down from
the Board on 20 October 2025.
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
Corporate Executive Team
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During 2025, the CET comprised
the following:
Dr. Frank Mathias (1)
Chief Executive Officer (CEO)
Dr. Frank Mathias joined the Board
as Chief Executive Officer in March
2023. Dr. Mathias was previously the
CEO of Rentschler Biopharma SE,
which he successfully developed into
a leading global, full-service CDMO.
Prior to Rentschler, Dr. Mathias was
CEO of Medigene AG, a publicly listed
immuno-oncology company focusing
on the development of T-cell-based
cancer therapies. Over the course of
his 30-year career, Dr. Mathias has also
served in senior roles at leading global
pharmaceutical companies including
Amgen Deutschland GmbH, Servier
Deutschland GmbH and Hoechst AG
and in 2019 was awarded the title
of “EY Entrepreneur of the Year” in
Germany. Dr. Mathias is a pharmacist by
training and completed his Doctorate in
Pharmacy at Paris VI University.
Dr. Lucinda (Lucy)
Crabtree (2)
Chief Financial Officer (CFO)
Dr. Lucinda Crabtree joined the
Board as Chief Financial Officer in
September 2024. She was previously
CFO at MorphoSys AG, where she
led the finance team across the
US and Germany until the closing
of the acquisition by Novartis.
Prior to MorphoSys, Dr. Crabtree
was CFO at Autolus Therapeutics,
a Nasdaq listed clinical stage
biopharmaceutical company. She spent
several years as an investment
professional at institutions including
Woodford Investment Management,
Panmure Gordon, Goldman Sachs, J.P.
Morgan (originally Bear Stearns) and
Jefferies and also has experience as
a board observer at several private
healthcare companies. Dr. Crabtree
holds a first class Bachelor of Science
degree in Physiology and Pharmacology
from University College London and a
PhD in Pharmacology from University
College London.
Lisa Doman (3)
Chief People Officer (CPO)
Lisa Doman joined the CET as Chief
People Officer in April 2022. She joined
OXB as HR Manager in 2016 and during
her tenure was promoted to Head
of HR Delivery and VP HR Business
Partnering and Development. Previously,
Ms. Doman worked as HR Manager
for Simon Hegele, a European third-
party High-Tech Logistics organisation,
specialising in medical devices. Ms.
Doman has over 15 years’ experience
in Human Resources and a CIPD
Level 7 Advanced Diploma in Human
Resource Management.
Dr. Melanie
Kearney (4)
Global Head of Quality
Dr. Melanie Kearney joined OXB
as Global Head of Quality in
November 2025. She brings nearly
three decades of experience across
the pharmaceutical, consumer health
and biotechnology sectors, with a
strong foundation in research and
development, pharmaceutical sciences,
technical services and quality. Most
recently, Dr. Kearney served as Chief
Quality Officer for Opella, prior to
which she held the same role at
Sanofi Consumer Health. Over her
30-year career, Dr. Kearney has held
key senior positions at leading global
pharmaceutical companies, including
Vice President Quality & Regulatory
Europe and International, Medical Affairs
and Pharmacovigilance at Curium
Pharma and Vice President Global
Quality and Regulatory at FAMAR.
Dr. Kearney also served as Head of
EU Quality Operations at Shire. Dr.
Kearney holds a PhD in Pharmaceutical
Chemistry from the Medicines Research
Unit at the University of Derby. She is a
Fellow, Chartered Chemist and Scientist
with the Royal Society of Chemistry in
the UK.
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Dr. Kyriacos
Mitrophanous (5)
Chief Innovation Officer (CIO)
Dr. Kyriacos Mitrophanous joined the
CET as Chief Scientific Officer (CSO)
in 2014 and became Chief Innovation
Officer in January 2024. He joined OXB
as Senior scientist in July 1997 and
during his tenure was promoted to
Vice president Virology, SVP: R&D and
Head of Research prior to CSO. He
has over 25 years of lentiviral vector
experience covering a range of technical
disciplines, including the development
of cell and gene therapies, delivery
platform technologies, bioprocessing
and analytics. Dr. Mitrophanous is a
recognised world-class expert in the
field, a named inventor on numerous
patents and an author of a number
of key papers. In his current role,
he is responsible for all aspects
regarding client focused innovation. Dr.
Mitrophanous holds a PhD in Molecular
Biology from University College London
and has conducted post-doctoral
research at the University of Oxford.
Dr. Sébastien
Ribault (6)
Chief Business Officer (CBO)
Dr. Sébastien Ribault joined OXB as Chief
Commercial Officer in November 2022
and became Chief Business Officer in
September 2024. He has 30 years of
experience across the biotechnology
industry and CDMO space. Dr. Ribault
was previously at Merck Life Sciences
where he was Vice President & Head
of Biologics and Viral Vector CDMO,
leading Merck Life Science’s CDMO
expansion project, establishing the
Services business case and helping
to establish the Life Science Services
business unit. Prior to his 17 years with
Merck Life Sciences, Dr. Ribault was
a Gene Therapy Development Scientist
at Transgene and Head of the R&D
Laboratory at Hemosystem. He has a
PhD in Molecular and Cellular Biology
from the University of Strasbourg.
Dr. Sabine Sydow (7)
Chief Of Staff
Dr. Sabine Sydow joined OXB in
September 2023 as Vice President,
Corporate Strategy and Organisational
Effectiveness and became Chief of Staff
in April 2024. She has over 25 years
of experience in the pharmaceutical
and biotech industry. Dr. Sydow was
previously at Rentschler Biopharma
as Chief of Staff. Prior to this,
she was head of vfa bio which
represented the biotech interests within
the German Association of Research-
Based Pharmaceutical Companies (vfa)
and also held various management
positions at Schering in Berlin. Dr.
Sydow studied Biology at the Technical
University Braunschweig and the
Georg-August-University Göttingen and
received her PhD at the Max-Planck-
Institute for Experimental Medicine in
Göttingen in the area of molecular
neuroendocrinology where she also
conducted post-doctoral research.
Natalie Walter (8)
Chief Legal Officer and Group
Company Secretary (CLO)
Natalie Walter joined OXB in May
2019 as General Counsel and Company
Secretary (having worked as a consultant
for the Company since May 2018) and
became Chief Legal Officer and Group
Company Secretary in October 2025.
She has over 25 years’ experience as a
corporate lawyer advising life sciences
companies, including OXB, on a range
of business and transactional issues,
equity capital markets transactions,
mergers and acquisitions and corporate
governance. Ms. Walter has worked for
a number of UK and US law firms, as
well as working at Lehman Brothers as
a Director and Legal Counsel for the
Equity Capital Markets division. She was
most recently a Partner with Covington
& Burling LLP and prior to that a Partner
at Morrison & Foerster LLP.
Thierry Cournez
Theirry Cournez stepped down from his
position as Chief Operating Officer on
28 February 2026.
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Corporate Governance Framework
During 2025, the corporate governance framework comprised the Board, its Committees, the CET and the
respective global sub-committees as set out below:
CET
CEO – Dr. Frank Mathias
CET = Corporate Executive Team; operations is covered by the respective Site Leadership Teams in the UK, France and the US
ESGRC = Environment, Social, Governance and Risk Committee
GTIC = Global Technical and Innovation Committee
IPMC = Intellectual Property Management Committee
QMRC = Quality Management Review Committee
WEP = Workforce Engagement Panel
ITEB = Innovation and Technology Excellence Board
1. Colin Bond succeeded Mr. Stuart Henderson as Chair of the Audit Committee from the conclusion of the AGM on 11 June 2025
The Board
Chair – Dr.Roch Doliveux
Audit Committee
Chair – Colin Bond
1
Remuneration Committee
Chair – Dr.Heather Preston
Nomination Committee
Chair – Dr.Roch Doliveux
ESGRC GTIC IPMC QMRC
ITEB
Chair – Prof. Kay Davies
WEP
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The Board
The Board is collectively responsible for promoting the success of the Group by directing and supervising the
Group's activities to create shareholder value. In doing so, it ensures that there are robust corporate governance
and risk management processes in place. The Board comprises both Non-Executive and Executive Directors
and provides the forum for external and independent review and challenge to Management. Following Board
changes during 2025, the Board comprised seven Non-Executive Directors and two Executive Directors at
year end.
The Board's responsibilities are set out in the Company's articles of association and it maintains, and periodically
reviews, a formal schedule of matters reserved for the Board's approval which is available at www.oxb.com.
Matters that have not been expressly reserved for the Board are delegated to the Chief Executive Officer or one
of the three Board Committees, as illustrated on the previous page.
The Board also takes a close interest in Cyber Security and AI governance, Innovation, Quality, Investor
Relations, Health and Safety, ESG and Risk management. Each of these areas prepare reports for the Board
ahead of each Board meeting.
The Chair sets the agenda for the Board meeting in consultation with the Chief Executive Officer and the
Group Company Secretary. Board papers, covering the agenda and taking into account items relating to the
Board's responsibilities under s172 of the Companies Act 2006, are circulated ahead of each meeting. Regular
Board papers during 2025 covered reports from the Chief Financial Officer on Finance and Investor Relations;
the Chief Operating Officer on Health and Safety, ESG and Risk management; the Chief Business Officer on
Commercial CDMO activities; the Chief Innovation Officer on new technologies and the innovation roadmap;
the Chief People Officer on Human Resources; the Site Heads on the Site Operations; Global Head of Quality
on Quality; and the Vice-President of Information Systems on cyber security and digital strategy.
Board Committees
Certain responsibilities are delegated to three Board Committees – the Audit, Nomination and Remuneration
Committees. These Committees operate under clearly defined terms of reference, copies of which are available
at www.oxb.com.
In addition, the Company has a newly formed advisory committee, the Innovation and Technology Excellence
Board, that brings together leading internal and external experts in cell and gene therapy, scientific innovation
and advanced manufacturing. It advises OXB on technology priorities, innovation opportunities and emerging
trends that support the Group’s growth as a pure-play CDMO. The ITEB aims to identify opportunities
to enhance scientific capabilities to ensure that OXB remains at the forefront of developing innovative
technologies. This focus allows OXB to further enhance its value proposition to clients, strengthen its market-
leading position, improve the way it works and ultimately help clients bring transformative therapies to patients.
Chaired by Professor Dame Kay Davies, the ITEB meets as required to ensure that innovation leads to practical
advances for OXB's clients and the patients they serve. It has clearly defined terms of reference, which is
available at www.oxb.com. Members of the ITEB are appointed following consultation with the CET, the Board
and external experts in the relevant field.
The Group has an established Workforce Engagement Panel comprising employees from all levels and
functions across the Group. The WEP reports directly to the Board and Professor Dame Davies attends
WEP meetings as required as the designated Board representative, thereby ensuring two-way communication
between the Board and employees. Further information regarding the WEP can be found in the OXB
Stakeholders section on pages 28-33 and Nomination Committee report on page 81.
Reports from the Audit and Nomination Committees are included in this section and the Directors’
Remuneration Report can be found on pages 90-112 incorporating the Remuneration Committee Report.
The CET and its sub-committees
The CET is responsible for the global management of the Group. The CET comprises the Executive Directors,
Chief Operating Officer (Thierry Cournez until 28 February 2026), Chief People Officer (Lisa Doman), Global
Head of Quality (Melanie Kearney since November 2025), Chief Innovation Officer (Dr. Kyriacos Mitrophanous),
Chief Business Officer (Dr. Sébastien Ribault), Chief of Staff (Dr. Sabine Sydow) and Chief Legal Officer and
Group Company Secretary (Natalie Walter). The CET focuses on overall global governance (including ESG and
Risk management), Group culture and management, strategic direction and financial performance, including
regular measurement of the Group's objectives and KPI’s. The CET convenes on a bi‑weekly basis, with Site
Heads attending as and when their input is needed to ensure that the CET have regular oversight and updates
on all global activities. Operations are covered by the respective Site Leadership Teams in Bedford, MA and
Durham, NC, US, Lyon and Strasbourg, France and Oxford, UK.
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76 Corporate Governance Report (Continued)
There are four CET sub-committees covering the major business operational areas. These sub-committees
meet on a regular basis and are attended by certain CET members and other relevant senior managers from the
business. The CET sub-committees are:
• Environment, Social, Governance and Risk Committee (ESGR Committee) – this sub-committee combines
ESG and Risk management comprising senior managers from all parts of the business and all OXB sites. 2025
marked the first full year of operation for the ESGR governance structure, created and implemented in 2024.
The new structure significantly improved alignment between the Site ESGR Committees, enhanced reporting
to the Board and the CET and enabled more robust updates to be provided to the Group's risk register. By
scheduling the Site ESGR Committee meetings ahead of the ESGR Committee meetings, information flow
was streamlined, while attendance by Site Heads at ESGR Committee meetings facilitated decision-making.
• Global Technical and Innovation Committee (GTIC) – this sub-committee is authorised by the CET to review
all technical and innovation activities associated with the Group’s capabilities, platform technologies and
technical innovations across all OXB sites. It is the primary forum for discussing new projects related to
the technology / innovation roadmap and making strategic and budgetary decisions on the best uses of
OXB resources.
• Intellectual Property Management Committee (IPMC) – this sub-committee comprises senior members of
technical, commercial and IP teams and is responsible for ensuring appropriate protection for innovation
across all OXB sites and for managing the IP budget.
• Quality Management Review Committee (QMRC) – this sub-committee provides global oversight in relation
to quality and compliance across all OXB sites and is supported by more frequent location/site-specific
quality forums where each of the sites review quality related KPIs, compliance, etc. to evaluate the overall
health of the Quality Management System at the site-level.
Within their area of responsibility these sub-committees set objectives and targets, monitor performance
against KPI’s, ensure compliance with GxP and other relevant requirements and monitor expenditure against
budget and risk management. Important matters arising from all of these sub-committees are referred to
the CET.
Board meetings
Meetings are convened by the Chair of the Board and the Group Company Secretary. Formal meetings are
scheduled in advance with ad hoc meetings called when circumstances require. The Board agrees its annual
agenda calendar to ensure that all matters are given due consideration and reviewed at the appropriate point
in the regulatory and financial cycle. An agenda of items to be discussed, together with corresponding papers
are circulated to Board members sufficiently in advance of the relevant meeting date. All Directors have the
opportunity to propose business items to be considered by the Board. During 2025, there were six regular
Board meetings (on three occasions the meetings took place over two days). In addition to the formal meetings,
the Board held a dedicated strategy day to consider and develop the Group’s strategic direction.
The attendance of individual Directors at Board and Committee meetings was as follows:
Regular Board Meeting Audit Committee Remuneration Committee Nomination Committee
Possible Attended Possible Attended Possible Attended Possible Attended
Dr. Roch Doliveux 6 6 6 5 4 4
Dr. Frank Mathias 6 6
Stuart Henderson
1
3 3 1 1 4 4 3 3
Professor Dame Kay Davies 6 6 6 6 4 4
Colin Bond
2
6 6 4 4
Dr. Lucinda Crabtree
3
6 6
Laurence Espinasse 6 6
Robert Ghenchev
4
5 5
Namrata Patel 6 6 2 1
Dr. Heather Preston 6 6 4 3 6 6 4 4
Peter Soelkner
5
6 6 4 4 6 6 4 4
1
Stuart Henderson stepped down from the Board on 11 June 2025.
2
Colin Bond joined the Board on 1 January 2025.
3
Dr. Lucinda Crabtree attends all the Audit Committee meetings as an attendee.
4
Robert Ghenchev stepped down from the Board on 20 October 2025.
5
Peter Soelkner became a member of the Remuneration Committee on 1 January 2025.
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In addition to the regular meetings, the Board (or an appointed sub-committee of the Board) met on 14
other occasions to consider specific ad hoc matters including, amongst other things, the acquisition of the
Durham, NC facility, the 2024 financial statements, the interim 2025 financial results, the equity raise and the
debt refinancing.
The Chair holds meetings after each regular Board meeting with Non-Executive Directors, without the
Executive Directors in attendance. In addition, once a year the Senior Independent Director holds a meeting
with the other Non-Executive Directors without the Chair present.
Board Independence
Dr. Roch Doliveux, Non-Executive Chair of the Board and Chair of Nomination Committee met the
independence criteria recommended by the UK Corporate Governance Code 2024 at the time of
his appointment.
During 2025 and post year end, the following Directors were deemed to be independent:
• Professor Dame Kay Davies, Senior Independent Director and Chair of the ITEB.
• Peter Soelkner, Vice Chair.
• Colin Bond, Chair of the Audit Committee (appointed in January 2025).
• Dr. Heather Preston, Chair of the Remuneration Committee.
• Namrata Patel.
• Stuart Henderson (stepped down from the Board in June 2025).
During 2025 and post year end, the following Directors were not deemed to be independent:
• Dr. Frank Mathias, Chief Executive Officer.
• Dr. Lucinda Crabtree, Chief Financial Officer.
• Laurence Espinasse. Ms. Espinasse is General Counsel and Compliance Officer at Institut Mérieux, which is a
10.8% investor of the Company.
• Robert Ghenchev (stepped down from the Board in October 2025). Mr. Ghenchev was Managing Partner and
Head of Growth Equity at Novo, which is a 11.1% investor of the Company.
As part of onboarding new Directors, induction meetings are arranged with other Board Members, Executive
Directors, CET members and Site Heads. In addition, each Director is introduced to the Company’s corporate
brokers and lawyers and provided with details of the duties and responsibilities of a director of a company listed
on the Main Market of the London Stock Exchange, the Market Abuse Regulation, Insider and PDMR dealing
rules, the Bribery Act 2010 and 'failure to prevent fraud offence' under ECCTA 2023 amongst other things. An
induction pack containing key corporate documents and information relating to the Group covering aspects
such as terms of reference for the Board and its Committees, recent Board and relevant Committee packs and
minutes, details of financial performance, risk management and internal controls, key policies and governance
is shared. In addition, meetings with other key stakeholders including the external auditors and external advisors
are organised.
All Directors of the Board and its Committees have access to advice and the services of the Group Company
Secretary and to external professional advisers as required. The appointment and removal of the Group
Company Secretary is a matter for the Board as a whole to consider.
Board activity during 2025
Board matters during 2025 included, amongst other things, consideration and approval of the
following matters:
• Financial matters: including the financial budget, the 2025 corporate objectives, performance of 2024
corporate objectives, the 2024 Annual report and accounts, the preliminary and interim financial results
announcements, going concern analysis, feedback from investors, cash flow forecasts, the long range plan,
exercise of the call option, financing transactions including change in corporate brokers, review of medium
and long term guidance.
• Treasury and FX updates: including discussion on diversification, credit ratings, FX and interest rates.
• Strategy: including competitive landscape, updates on "One OXB" transformation and the acquisition of the
Durham, NC facility.
• Operational matters: including operational updates from each of the sites in the UK, the US and France, 2025
capex proposals, global Health and Safety updates, ESGR updates and updates on regulatory inspections.
• Commercial matters: including the commercial pipeline and business development opportunities.
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
78 Corporate Governance Report (Continued)
• Innovation update: including updates from ITEB on innovation projects and the innovation roadmap.
• Quality matters: including updates on compliance audits and inspections, implementing global policies and
"One OXB" quality manual.
• Geopolitical matters: including potential impact of elections, new regulations and review of the
competitive landscape.
• Board governance: including review of the actions from the 2024 external Board evaluation, appointment
and resignation of Directors and succession planning.
• Human Resources: including 'Your Voice' Survey results, global grading framework, global talent acquisition,
workforce engagement and WEP updates.
• ESG and Risk management: Updates on Group's ESG initiatives, updates on strategic risk rankings and
mitigations for vulnerabilities.
• Cyber Security update: review of cyber related risks and mitigations.
• Board Committee matters: updates from the Chairs of the Audit Committee, Remuneration Committee,
Nomination Committee and ITEB.
• Corporate housekeeping matters: including blocklisting applications, updates to authorised signatories,
review of Board Committee terms of reference and matters reserved for the Board.
Re-election of Directors
In accordance with the articles of association and to ensure compliance with the UK Corporate Governance
Code 2024, all Directors are subject to annual re-election.
Accordingly, Dr. Roch Doliveux, Dr. Frank Mathias, Professor Dame Kay Davies, Peter Soelkner, Colin Bond,
Dr. Lucinda Crabtree, Laurence Espinasse, Namrata Patel and Dr. Heather Preston will retire and be subject to
re-election at the AGM on 7 May 2026.
Factoring stakeholder engagement into Board decisions
The Board is committed to maintaining effective engagement and active dialogue with its stakeholders and
ensuring that stakeholder views and interests are a key consideration in the Board’s decision-making (further
information on the Group's stakeholders can be found on pages 28-33).
Stakeholder mapping was initiated in 2024 and completed in January 2025 and it was concluded that the
current stakeholders are correctly identified and remain relevant to the business.
By way of example, the recent acquisition of the commercial‑scale viral vector facility in Durham, NC has been
used to illustrate how the Board considers all stakeholder groups when making decisions in accordance with
section 172 of the Companies Act 2006. Further details can be found in the Stakeholder case study section on
pages 34-35.
Communication with shareholders
The Board recognises the importance of effective communication with shareholders and potential investors.
The primary points of contact during 2025 were the Chief Executive Officer and Chief Financial Officer. The
Chair, Vice Chair, Senior Independent Director, Chair of the Remuneration Committee and Chair of the Audit
Committee are also available for meetings with investors, if required.
Justin Galen, Senior Advisor at Briarwood (15.4% shareholder), joined the Board as an observer on 21 November
2025 to represent Briarwood’s interests. Robert Ghenchev who, since 2019, represented the interests of Novo
Holdings (11.1% shareholder) stepped down from the Board on 20 October 2025. Novo Holdings has a right
to nominate another person to be a shareholder Director, subject to the approval of OXB's Board of Directors.
Institut Mérieux (10.8% shareholder) continues to be represented on the Board by Laurence Espinasse, which
ensures a clear channel of communication with Institut Mérieux during the year.
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The Group has engaged with shareholders and potential investors through the various channels below:
Meetings with existing shareholdersDr. Frank Mathias and Dr. Lucinda Crabtree met with major shareholders during 2025.
2025 Annual General MeetingThe AGM was held on 11 June 2025 at OXB's Oxford site.
Directors and shareholders were invited to attend the AGM in person. The AGM included a Q&A
session. Questions to the Group were able to be submitted in advance of the meeting and answers
were posted on the Group's website after the meeting closed.
Meetings with potential investorsDuring 2025, Dr. Frank Mathias and Dr. Lucinda Crabtree made presentations and met potential
investors on a one-to-one basis or virtually at investor conferences in the UK and the US. The
Group conducted investor roadshows periodically, which provided further opportunities to meet
potential investors.
Results announcements and presentationsThe Group announced its 2024 preliminary financial results in April 2025 and its 2025 interim
results in September 2025 through RNS announcements accompanied by analyst conference calls
which were accessible to all shareholders, with recordings and transcripts made available on the
Group's website.
2024 Annual report and accountThe Group published its 2024 Annual report and accounts in April 2025.
Website The Group's website https://www.oxb.com contains details of the Group's activities as well as copies
of regulatory announcements and press releases, copies of the Group's financial statements and
terms of reference for the Board Committees. Current and potential investors can subscribe to an
e-mail alert service, which provides notifications of announcements.
Investor relations The Group endeavours to respond to all enquiries from shareholders and potential investors
received through its enquiry inbox ir@oxb.com.
Social media The Group uses LinkedIn to alert followers to Company news flow.
Risk Management
The Board is responsible for determining the nature and extent of the risks it is willing to take in achieving
the Group's objectives. The Audit Committee monitors the conduct of risk management processes, whilst the
CET is accountable for those processes, identifying risks and formulating mitigation plans, with sub-committees
monitoring and assessing risks. Further details of the Group's risk management framework, together with the
Group's identified principal risks, uncertainties and risk management, can be found at pages 58-66.
The Board's assessment of the prospects of the Group, its expectation that the Group will be able to continue
in operation and meet its liabilities as they fall due and the viability statement, are set out in the Financial Review
section on pages 16-26.
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Nomination Committee Report
The Nomination Committee carries out succession planning for all Board positions and makes
recommendations to the Board for such appointments. Chaired by Dr. Roch Doliveux, it comprises Peter
Soelkner, Dr. Heather Preston and Professor Dame Kay Davies. Stuart Henderson stepped down from the
Nomination Committee on 11 June 2025 following his resignation from the Board.
All Nomination Committee members are independent Non-Executive Directors. The primary duties of the
Nomination Committee are set out in its written terms of reference available at www.oxb.com. Each year the
Nomination Committee considers its terms of reference and recommends any changes it deems necessary or
beneficial to the Board. Following an annual review of these terms of reference and the activities conducted
during the year, the Nomination Committee is satisfied that it appropriately carried out itsresponsibilities. In
addition, during 2025 the Board reviewed and updated the Nomination Committee terms of reference to bring
it in line with the UK Corporate Governance Code 2024.
The Nomination Committee ensures that the Board and its Committees have an appropriate balance of skills,
experience and diversity. A matrix that records the skills and experience of current Board members is used by
the Nomination Committee to track skills and expertise and identify any potential gaps. Director appointments
are decided by the entire Board based on the Nomination Committee's recommendations, taking into account
the merits of the candidates and the relevance of their background and experience, measured against objective
criteria. Care is also taken to ensure that all Board members have enough time to devote to the Board's
responsibilities and all Board members must obtain prior approval for any additional Board roles.
In 2025, the Nomination Committee held four scheduled meetings during which the succession plans for both
the Board and its Committees, the results of an external Board evaluation from 2024 and the 2025 internal
Board evaluation, amongst other things, were discussed.
In addition and in accordance with Provision 12 of the UK Corporate Governance Code 2024, the Senior
Independent Director, Professor Dame Davies, met with the Non-Executive Directors without the Chair to
appraise the Chair's performance.
Board composition and succession planning
In accordance with the UK Corporate Governance Code 2024, a description of the responsibilities of the Chair,
Vice Chair, CEO, Senior Independent Director, the Board and its Committees is available at www.oxb.com.
Colin Bond joined the Board as an independent Non-Executive Director with effect from 1 January 2025. Mr.
Bond is well regarded by the investment community and has overseen organisations that have undergone
significant growth and transformation.
In April 2025, Stuart Henderson informed the Board that after nine years of service he would be retiring from
the Board at the AGM in June 2025. Following discussion at both the Nomination Committee and Board level
in June 2025, it was agreed that Colin Bond would succeed Mr. Henderson as Chair of the Audit Committee
and Peter Soelkner as Vice Chair from the conclusion of the AGM in June 2025. The Board would like to thank
Mr. Henderson for his valuable guidance and contribution throughout his tenure. In order to facilitate a smooth
transition to the new Chair of the Audit Committee and the CFO, Mr. Henderson acts as a consultant to the
Audit Committee.
In October 2025, Novo informed the Board that Robert Ghenchev had resigned and therefore would be
stepping down from the Board as Non Executive Director of OXB with effect from 20 October 2025. Novo, a
major shareholder, has a right to nominate another person to be a shareholder Director, subject to approval by
the Board.
The Board welcomed Justin Galen, Senior Advisor at Briarwood, as a Board observer under the terms of a Board
observer appointment letter dated 21 November 2025.
During the year, a detailed succession planning exercise for the CET (including the Executive Directors), their
direct reports and other business critical roles was undertaken and the results shared and discussed with the
Nomination Committee.
Post period-end, the Nomination Committee discussed the appointment of a new COO.
ECCTA 2023 Verification
In accordance with the requirements of the Economic Crime and Corporate Transparency Act (ECCTA),
verification of the identity of all Directors including the Group Company Secretary was successfully completed
prior to 18 November 2025. This process ensures full compliance with statutory obligations and reinforces the
Group's commitment to robust governance and transparency.
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Board evaluation
The Board, together with its Committees, undergoes an annual assessment of its performance and
effectiveness, its composition and succession planning, the quality of its work and the individual performance
of its Directors. In 2025, the annual evaluation was undertaken internally. Every three years, the assessment is
conducted by an external consultant, whose independence is validated by the Nomination Committee and the
Board expects to commission the next externally facilitated Board evaluation in 2027.
The Nomination Committee discussed the action plan to address the key findings from the 2024 Board
evaluation report prepared by Beyond Governance, a full-service consultancy firm accredited by the Chartered
Governance Institute. The Board received an update on the progress of these actions at its October meeting.
Towards the end of the year, a further internal Board evaluation was conducted through a web-based survey
featuring a mix of quantitative and qualitative questions. The evaluation focused on the Board's role in strategy
setting, its composition, diversity, competences and behaviours, governance structures and effectiveness of
its Committees.
The Group Company Secretary prepared a report based on the Directors' anonymous responses to the
questionnaire which formed the basis of an action plan which was presented to the Board. The Board
evaluation identified several actions to enhance effectiveness however, consensus view was that the results
were positive and the Board and its Committees had continued to operate effectively.
As part of the Board evaluation, each Director's contribution to the work of the Board and personal
development needs were also considered. Directors’ training needs are met by a combination of internal and
external training opportunities.
External directorships
The Nomination Committee considered the external directorships of the Directors to ensure that they have
sufficient time to devote to the Board's business.
Workforce Engagement Panel and Designated Non-Executive Director
Professor Dame Davies was nominated as the new designated Board representative with effect from 1 January
2025 and attended WEP meetings as required during the year. In addition, the Chair and Deputy Chair of the
WEP presented an update to the Board on two occasions regarding topics discussed by the WEP and enabling
the Board to ask questions regarding the wider workforce.
More detail on WEP engagement is included in the Director's Report on pages 113-119.
Equality, Diversity and Inclusion
The Board recognises and embraces the benefits that diverse and inclusive Board representation can bring and
sees it as an essential element for maintaining competitive advantage. The Group believes that members of the
Board and the CET should collectively possess a variety of skills and expertise and should come from a diverse
range of ethnic and societal backgrounds to achieve the optimum balance and composition of the Board.
The Nomination Committee considers the benefits of all aspects of diversity, including but not limited to, the
balance of skills necessary for the Board to effectively discharge its responsibilities. Where necessary, additional
development training will be provided for existing or newly appointed Directors.
The Nomination Committee follows a formal and thorough Board appointment process, engaging most, if not
all, Board members. It makes recommendations based on individual candidate capabilities and the benefits of
diversity, without limitations with respect to age, gender, religion, or ethnic background, ensuring candidates'
competencies will strengthen the Board. Appointments to the Board and its Committees are based on merit
and objective criteria, considering the candidate's suitability and the existing composition and balance of the
Board and its Committees. This ensures the right mix of skills, experience, independence and knowledge are
represented on the Board and aligned with the Group's strategic objectives, while promoting diversity of gender,
social and ethnic backgrounds, cognitive abilities and personal strengths.
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82 Nomination Committee Report (Continued)
As a FTSE 250 company, the Group fully supports and complies with the principles of the FTSE Women
Leaders Review on achieving gender balance in FTSE leadership. Until June 2025, the Board comprised 45.45%
women. Following the AGM in June 2025, when Stuart Henderson did not stand for re-election, the proportion
increased to 50%. The proportion rose again to 55.55% in October 2025 after Robert Ghenchev resigned from
the Board. Accordingly, throughout 2025 the Board was in compliance with both the recommendations of the
FTSE Women Leaders Review and also the recommended target set out in UK Listing Rule 6.6.6R(9)(a)(i) that
the Board comprise 40% women throughout the year. The Group is proud to have been identified by the FTSE
Women Leaders Review Team as one of the companies having the highest representation of women on boards
and in leadership teams in 2025.
The Remuneration Committee comprised 50% women, the Nomination Committee comprised 50% women
and the Audit Committee comprised 33% women in 2025. In addition, both the Remuneration Committee and
the ITEB are chaired by women.
One of the Non-Executive Directors on the Board during 2025 was from an ethnic minority background
aligning the Board's composition with both the recommendations of the Parker Review and also the
recommendation set out in UK Listing Rule 6.6.6R(9)(a)(iii) that at least one individual on the Board of Directors
be from a minority ethnic background.
As at 31 December 2025, the CET excluding the Executive Directors, comprised seven members, four of which
were women.
In the UK gender pay gap report as at 5 April 2025 (for the full report see www.oxb.com), the population at the
CET, Head of Department and senior managers level was made up of 54.7% women and 45.3% men, thereby
meeting the FTSE Women Leaders Review’s recommendation that 40% of senior leadership roles (defined as the
CET and their direct reports) be held by women at the end of 2025.
In France, companies with at least 50 employees must calculate and publish a Gender Equality Index, scored
out of 100, every year. The Gender Equality Index measures how effectively a company ensures equal treatment
between women and men, particularly in terms of career development and gender pay equality. It tracks salary
increases, promotions, pay rises after maternity leave and the proportion of women amongst the highest-paid
employees. In 2025, OXB France published an excellent Gender Equality Index of 96/100.
Part of the Group's strategy will be to maintain and improve on the above mentioned targets, so that the
objectives of the FTSE Women Leaders Review will continue to be met during 2026.
Further to this, in line with the requirements of UK Listing Rule 6.6.6R(10) the Group has collated numerical data
on the ethnic background and the gender identity or sex of the individuals on the Board and the CET as at
31 December 2025, as set out in the following tables:
Sex of Board and CET members as at 31 December 2025
Number of
Board members
Percentage of
the Board
Number of senior positions
on the Board (CEO, CFO, SID
and Chair)
Number in Executive
Management
Percentage of
Executive
Management
Men 3 33.33% 2 4 44.45%
Women 5 55.56% 2 5 55.55%
Not specified/prefer
not to say
1 11.11% - - -
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Ethnic background of Board and CET members as at 31 December 2025
Number of
Board members
Percentage of
the Board
Number of senior
positions on the
Board (CEO, CFO, SID
and Chair)
Number in Executive
Management
Percentage of
Executive
Management
White British or other White (including
minority-white groups)
7 77.78% 4 9 100%
Mixed/Multiple Ethnic Groups - - - - -
Asian/Asian British 1 11.11% - - -
Black/African/Caribbean/Black British - - - - -
Other ethnic group, including Arab - - - - -
Not specified/ prefer not to say 1 11.11% - - -
The reference date used by the Group for the collection of the data set out above is the Group's year end
(31 December 2025).
The Group collects information on Board diversity using the same fields and classifications as set out in the UK
Listing Rules, on a voluntary self-reporting basis. The data was collected in January 2026 and forms the basis of
the disclosures made in this Annual report and accounts.
Compliance with the UK Corporate Governance Code 2024
The Group has set out in this Corporate Governance Report how it has applied the principles of the UK
Corporate Governance Code 2024 and notes that it was in full compliance with the UK Corporate Governance
Code 2024.
Compliance with the UK Listing Rules
The Group has set out in this Corporate Governance Report how it has complied with the UK Listing Rules.
Share capital
The information about the share capital required by Article 10 of the Takeover Directive is set out in the
Directors’ Report on page 114.
Effectiveness of the Nomination Committee
As required by the terms of reference, the Nomination Committee's performance was assessed as part of the
internal review of Board Effectiveness. The Nomination Committee was rated well and continued to perform
effectively. The Board noted that the Nomination Committee has an appropriate balance of skills, experience,
independence and access to key staff and information to enable it to undertake its duties. The Nomination
Committee is led by a strong and effective Chair and has a culture that enables members to say openly what
they are thinking and there is a good level of robust challenge from Non-Executive Directors during Nomination
Committee meetings. The Nomination Committee receives high quality information, distributed sufficiently far
in advance of meetings, which facilitates decision making and highlights the key issues.
Additional Information
The Nomination Committee has unrestricted access to CET and external advisors to help discharge its duties.
It is satisfied that in 2025 it received sufficient, reliable and timely information to perform itsresponsibilities
effectively. The Chair of the Board reports on matters dealt with at each Nomination Committee meeting at the
subsequent Board meeting. The Board reviewed and approved this reporton 26 March 2026.
Dr. Roch Doliveux
Chair of the Nomination Committee
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84
Audit Committee Report
On behalf of the Board, I am pleased to present the Audit Committee Report for the year ended 31 December
2025. The Audit Committee discharged its responsibilities over the year by providing effective independent
oversight, overseeing the systems of internal controls and ensuring the integrity of the Group's financial
statements with the support of Management and the external auditors.
Committee membership and attendance
During 2025, the Audit Committee comprised Stuart Henderson (Chair until 11 June 2025), Colin Bond
(member since 1 January 2025 and Chair from 11 June 2025), Dr. Heather Preston and Peter Soelkner.
Accordingly, throughout 2025, the Group complied with the recommendation set out in Provision 24 of
the UK Corporate Governance Code 2024 that the Audit Committee comprise at least three independent
Non-Executive Directors.
As Chair, Mr. Bond brings significant financial expertise with recent and relevant experience relating to external
audit, corporate governance and corporate finance. With their combined extensive backgrounds in life sciences
and biotechnology, Dr. Preston, Mr. Soelkner and Mr. Bond all have the necessary experience for serving on the
Audit Committee. In addition, although not a member of the Audit Committee, Namrata Patel attends the Audit
Committee meetings on an ad hoc basis in her role as an independent Non-Executive Director responsible
for reviewing Group climate and sustainability reporting. The Audit Committee therefore, has an appropriate
balance of skills and competence relevant to the sector in which the Group operates.
Standing invitations to Audit Committee meetings are extended to the Chief Financial Officer, Chief Legal
Officer and Group Company Secretary and Senior Vice President, Finance, all of whom are expected to
attend the meetings. Other non-members may be invited to attend all, or part, of any meeting, as and
when appropriate.
Each Audit Committee member's respective qualifications and experience can be found in their biographies on
the pages 70-72.
The Audit Committee held four meetings during the reporting period, with attendance information provided on
page 76.
Roles and Responsibilities
The Audit Committee is responsible for carrying out the audit functions as required by DTR 7.1.3R and assists the
Board in fulfilling its oversight responsibilities in respect of the Group including reviewing and monitoring:
• The integrity of the financial and narrative statements and other financial information provided
to shareholders.
• The internal controls and risk management for the Group.
• The external audit process and auditors.
• The processes for compliance with laws, regulations and ethical codes of practice.
The Audit Committee terms of reference, whichdescribe the roles and responsibilities of the AuditCommittee,
can be found at www.oxb.com. The Audit Committee discharged its dutiesunder its terms of reference and
in line with theUK Corporate Governance Code 2024 and Minimum Standard for Audit Committees and the
External Audit issued by FRC, for the year ended 31 December 2025. Each year the Audit Committee considers
its terms of reference and recommends any changes it deems necessary or beneficial to the Board. In addition,
during 2025, the Board reviewed and updated the Audit Committee terms of reference to bring them in line
with the UK Corporate Governance Code 2024.
Matters discussed at the Audit Committee meetings
The key items for review and approval during the year were as follows:
• FY24 Annual report and accounts and the preliminary financial results announcement. This included all the
critical and material accounting and estimation judgements likely to have a material impact on the financial
statements, as well as going concern and viability statements and sustainability reporting.
• Interim financial statements and press releases relating to trading updates.
• The Group's financing strategy to satisfy going concern requirements.
• Reports from the external auditors including a debrief on the 2024 audit process and discussion of the scope
for the FY25 audit.
• Reports from the external auditors on recognised improvements to internal controls, discussion of significant
risk areas of audit focus including updates on revenue streams, management override of controls,
assessment of going concern, carrying values of assets of OXB US and OXB France, acquisition of the
Durham, NC facility, the Oaktree facility refinancing and the equity raise.
• Termination of the Institut Mérieux credit facility and Oaktree loan considerations.
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• Updates on the planned implementation framework to comply with Provision 29 of the UK Corporate
Governance Code 2024, ongoing internal controls improvements and implementation of a new ERM system
to facilitate assessment of the effectiveness of the internal controls testing.
• Updates on insurance renewal.
• Updates on upcoming financial and regulatory changes.
• Updates on the project to define standard client MSA terms and approval process for changes.
• Approval of money market investments, interest rate swap accounting, review of placed FX Hedging and FX
transaction exposure.
• Overview of tax strategy, tax advisory fees for compliance period 2024 and 2025, tax work streams and
compliance status, transfer pricing.
• Consideration of the requirement for the internal Audit function.
• Consideration of training requirements for members of the Audit Committee (especially for new members).
• Reports from the Vice President, Head of Quality on the Group's quality initiatives, readiness for and results of
regulator audits and progress on transformation and integration.
• Reports from the Global Cyber Lead and VP, Information Systems on the Cyber Security including
implementation of NIS2 and AI governance.
• Composition of the Audit Committee and its terms of reference.
• Annual Audit Committee cycle and schedules of matters to be discussed at meetings.
• Updates on the global alignment of ethical and regulatory compliance policies, including the whistleblowing
policy and the Anti-Bribery and Anti-Corruption policy.
• Sustainability reporting, the ESG scorecard and discussion on the ESG priorities and objectives and
decarbonisation goals.
In accordance with Provision 3 of the UK Corporate Governance Code 2024, the Chair of the Audit Committee
was and remains, available to discuss Audit Committee matters with shareholders throughout the year.
Financial Reporting
In relation to the financial statements, the Audit Committee ensures that the Group delivers accurate and
timely financial results that are compliant with relevant accounting standards and appropriately reflect critical
judgements. This includes supporting the Board in overseeing the quality and integrity of the Group's financial
reporting, accounting policies and practices. Additionally, the Audit Committee monitors the Group's status
as a going concern, as well as its long term prospects and viability. The Audit Committee also ensures the
appropriateness of a three-year period for assessing the Group's viability, taking into account the dynamic
and evolving environment in which the Group operates. Further details on the Going Concern and Viability
Statement can be found in the Financial review section on page 117.
The Audit Committee reviewed and recommended the approval of the 2024 preliminary financial results
announcement, 2024 Annual report and accounts, the 2025 interim financial statements, 2025 preliminary
financial results announcement and this Annual report and accounts.
Financial Statements
As part of its review of the financial statements, the Audit Committee considered and challenged as appropriate,
the accounting policies and significant judgements and estimates underpinning the financial statements. Details
regarding the significant financial reporting matters and how they were addressed by the Audit Committee are
set out later in this section of the Annual report and accounts.
Key judgements and estimates considered within the financial statements
The key judgements and estimates considered in relation to the financial statements for the year ended
31 December 2025 are set out in the following table. The key assumptions concerning the future and other
key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material
adjustment to the carrying amounts of assets and liabilities within the next financial year, were considered by
the Audit Committee. As part of these considerations, Management provided the Audit Committee with detailed
updates on the nature, the rationale and the risk of misstatement of these key accounting items, estimates and
judgements. The Audit Committee and the external auditor have discussed the significant issues at each of the
Audit Committee meetings, as noted on page 84.
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86 Audit Committee Report (Continued)
Issue How the issue was addressed by the Audit Committee
Acquisition of facility in
Durham, NC
The Audit Committee reviewed the substantive conditions outlined in the Asset Purchase Agreement to
determine that the appropriate accounting for the transaction was within the scope of IFRS 3 Business
Combinations. The Audit Committee reviewed the methodology used to estimate the fair value of the Plant,
Property and Equipment and the estimates used to determine the appropriate value of the right-of-use
asset and lease liability in respect to the leasehold property in Durham, NC (including the incremental
borrowing rate).
Contract revenues: identification
of performance obligations,
allocation of revenue and timing of
revenue recognition
The Audit Committee reviewed Management's approach to the key areas of judgement within
the collaboration agreements entered into during the period and endorsed Management's
judgements regarding:
• the identification of distinct performance obligations within each agreement.
• the fair value allocation of revenue to each performance obligation.
• the timing of revenue recognition based on the achievement of the relevant performance obligations.
The Audit Committee also acknowledged that, due to the diverse nature of these contracts, it is not feasible
to provide a quantitative analysis of the impact of applying different judgements.
Procurement and storage services:
revenue recognition
The Audit Committee reviewed and discussed the Group's approach to revenue recognition for agreements
involving the procurement and storage of key materials. Management explained that procurement and
storage are two distinct performance obligations. Revenue is recognised upon the transfer of control to
the client after procurement activities are completed and storage services are recognised over time. The
Audit Committee considered the Group's judgement that it acts as the principal in these transactions, noting
the Group’s responsibility for inventory management, assumption of risk before control is transferred and
negotiation of pricing with suppliers. After reviewing the Group’s rationale and the application of IFRS 15,
the Audit Committee acknowledged the appropriateness of the Group's conclusions and the timing of
revenue recognition.
Revenue Recognition: Percentage
of completion on manufacturing
batch revenues
The Audit Committee considered Management's policy on recognition of revenue of clinical / commercial
product based on the achievement of verifiable stages of the manufacturing process including contracts
in which the percentages of completion applied to the relevant performance obligations differed from
standard practices. The Audit Committee challenged Management's judgement in terms of the assessment
of the correct stage of completion including the expected costs of completion for that specific
manufacturing batch and confirmed that the judgement continued to be appropriate.
Revenue Recognition: Percentage
of fixed price process
development revenues
The Audit Committee reviewed Management's rationale supporting its estimation in terms of the
assessment of the correct percentage of completion for fixed price process development work packages.
The Audit Committee was satisfied with the judgement and estimates employed to recognise revenue and
the related contract asset.
Revenue Recognition: Provision
for out of specification
manufacturing batches
The Audit Committee challenged Management on its policy on the estimation of manufactured product for
which revenue has previously been recognised and which may be reversed should the product go out of
specification during the remaining period over which the product is bioprocessed. Management explained
that the Group has looked at historical rates of out of specification batches across the last three years and
has applied the percentage of out of specification batches to total batches produced across the assessed
period to the revenue recognised on batches which have not yet completed the manufacturing process at
period end. The Audit Committee were satisfied that the Group makes appropriate specific provisions for
product batches.
Impairment assessment of OXB
US & France Cash Generating
Units (CGU)
The Audit Committee reviewed the impairment assessment of OXB US and OXB France as cash-generating
units following trigger events. The recoverable amount was determined using fair value less costs of disposal
through a discounted cash flow model based on a 12-year and 6 year forecasts respectively and a terminal
value. Key assumptions included approximate respective average revenue growth of 40% and 38%, a
11.6% discount rate, operational and capital expenditure forecasts, long-term inflation rates and cash flow
volatility. The Audit Committee concluded that the methodology was appropriate and consistent with
accounting standards.
Lease dilapidation cost estimates The Audit Committee reviewed the assumptions related to the provisions over the Group's end of lease
obligations. Management explained the range of costs that could be considered based on the cost per
square foot and an estimate of the expected resultant settlement.
External Auditor
The Audit Committee is satisfied that the Group complies with the requirements of UK Corporate Governance
Code 2024, The Statutory Audit Services for Large Companies Market Investigation (Mandatory Use of
Competitive Tender Processes and Audit Committee Responsibilities) Order 2014, Financial Reporting Council's
Revised Ethical Standard 2019 and Financial Reporting Council's Audit Committee and the External Audit:
Minimum Standards 2023 as outlined below.
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Audit tendering
The Audit Committee is primarily responsible for recommending the appointment or reappointment of the
external auditor to the Board, prior to shareholder approval at the AGM. When appropriate, the Audit Committee
will lead the audit tender process, which will occur at least once every 10 years. In addition, the Audit
Committee's policy is to assess the need for a tender process every five years, in line with the rotation of
the Senior Statutory Auditor, unless a tender is conducted earlier.
At the Company’s AGM on 11 June 2025, The shareholders approved the re-appointment of
PricewaterhouseCoopers LLP (PwC) as the Group external auditor. This marks PwC's third year in this role.
Auditor objectivity and independence (includingnon‑audit fees)
The Audit Committee is satisfied that the current audit partner from PwC maintains independence from
the Group. This conclusion is based on an internal review of the firm's relationships and potential conflicts
of interest. Furthermore, PwC provides formal representations regarding its independence during the Audit
Committee meetings it attends.
The Audit Committee oversees the approval process for all non-audit services provided by the external auditor,
ensuring the safeguarding of the auditor's objectivity and independence, in compliance with regulatory and
ethical guidelines. Should PwC be selected to provide non-audit services, this decision would be based on
their demonstrated expertise and relevant experience, ensuring that they are an appropriate and cost-effective
provider for the work. The Group's policy on non-audit services is aligned with the Financial Reporting
Council's Revised Ethical Standard 2019, which prohibits the provision of certain non-audit services, such as
payroll services, by the external auditor and introduces a cap on non-audit fees. In accordance with typical
benchmarks, the Group has set a cap on non-audit fees at 10% of the audit fees paid in the financial year. The
Audit Committee regularly reviews audit and non-audit fees paid to the external auditor.
Except for the fees paid for the auditors’ review of the Group's interim financial statements, no non-audit fees
were received by PwC in 2025. PwC received total fees of £1.2million (2024: £1.2million). Fees paid to PwC are
set out in note 7 to the financial statements.
Evaluation of the effectiveness and quality oftheexternal auditor
The Audit Committee regularly reviews the role of the external auditor and the scope of its work, update reports
and management letter observations, as well as the effectiveness of the external auditor having regard to the
Financial Reporting Council's Audit Committee and the External Audit: Minimum Standards 2023.
The Audit Committee formally met with PwC at two of the four Audit Committee meetings during the year. In
addition to these formal meetings, the Chair of the Audit Committee met with the external auditors during the
year, to discuss specific items relevant to the audit and financial statements, thus ensuring that a continuous
and ongoing dialogue is maintained.
The Audit Committee considers the effectiveness of the external auditor on an ongoing basis, considering,
amongst other things, its independence, objectivity, appropriate mindset and professional scepticism, through
its own observations and interactions with the external auditor as well as having regard to the following:
• Experience and expertise of the external auditor in their direct communication with and support to, the
Audit Committee.
• Content, quality of insights and value of the external auditor reports.
• Fulfilment of the agreed external audit plan.
• Robustness and perceptiveness of the external auditor in their handling of key accounting and
audit judgements.
• The interaction between Management and the external auditor, including ensuring that Management
dedicates sufficient time to the audit process.
• Provision of non-audit services, as set out above.
• Other relevant UK professional and regulatory requirements.
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
88 Audit Committee Report (Continued)
Risk Management
On behalf of the Board, the Audit Committee oversees the risk management strategy and appetite,
the appropriateness and effectiveness of internal control processes and UK Corporate Governance Code
2024 compliance.
The Audit Committee receives an update at each meeting on the evolution of the Internal Control environment
and at least once a year on the current principal risks, emerging risks and any significant operational risks
identified across the sites in the UK, the US and France, along with the corresponding mitigation measures
implemented by the Group. Further details of the Group's principal risks and the Audit Committee's role relevant
to it can be found on pages 58-66.
Internal controls
The Directors are responsible for the Group's system of internal controls and for reviewing its effectiveness. The
system is designed to manage, rather than eliminate, the risk of failure to achieve business objectives and can
only provide reasonable and not absolute assurance against material misstatement or loss.
The main features of the internal control process for the Group's financial reporting include:
• A detailed review process for the Annual report and accounts, involving members of the CET and the Board.
• Preparation of accounting papers for significant accounting and judgemental issues by the Financial
Reporting Managers, independently reviewed by the Senior Vice President - Finance, Chief Financial Officer
and the Audit Committee.
• Annual assessment of the financial fraud and misstatement risks, with an evaluation of controls to mitigate
these risks to an acceptable level.
• Preparation of detailed going concern and viability assessment papers, including cash flow forecasts,
reviewed and approved by the Chief Financial Officer and the Board.
• Organisation of the finance function to ensure that monthly management results and externally reported
financial statements are thoroughly reviewed by the Senior Vice President - Finance and the Chief
Financial Officer.
• Performance of control procedures over revenues, journals and key statement of financial position accounts
identified as having the highest risk of misstatement.
• Clear separation of duties and authorisation limits within financial processes, including the approval of
invoices, purchase orders, payroll and disbursements.
• Utilisation of specialists and experts for technical accounting judgemental areas where in-house expertise
is insufficient.
During 2025, the Audit Committee performed oversight of the Group’s programme to ensure compliance
with Provision 29 of the UK Corporate Governance Code 2024 ahead of its implementation for the Group’s
financial reporting year beginning on 1 January 2026. The Audit Committee received regular updates on the
implementation of a material controls programme from Management. During 2025, an initial list of material
controls was defined and presented to both the Audit Committee and the Board for their review and feedback.
A programme of dry run testing is planned. This will be followed by formal testing ahead of the balance sheet
date in December 2026. The results of testing will be presented to and reviewed by the Audit Committee. The
2026 Annual Report will include the Board’s firstrequired declaration on the effectiveness ofmaterial controls
(including additional detail forany material controls that have not operatedeffectively).
At least bi-annually, the Head of External Reporting and Control and the Senior Director of Financial Controls
present to the Audit Committee an update on control activity performed during the year, including financial,
operational, regulatory and compliance controls. The status of outstanding external audit recommendations
and internal financial control improvement activity was reviewed at the April 2025 and November 2025 Audit
Committee meetings. Following its review, the Audit Committee concluded that the system of internal control
provides a reasonable basis for signing off the Annual report and accounts.
In addition to the formal Audit Committee updates, the Audit Committee Chair met with the Chief Financial
Officer and Finance Leadership Team at least twice during 2025 for more detailed review and conversation on
the progress on internal control improvements and key accounting estimates.
The Audit Committee supports the Board in discharging its responsibilities in relation to whistleblowing, ethical
behaviour and the prevention of bribery, fraud and adherence to modern slavery legislation.
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Strategic reportCorporate GovernanceFinancial statementsOther information
Annual evaluation for an internal audit function
The Group does not currently have an internal audit function; however, the Audit Committee reviews the
need for such a function on an annual basis. At present, the Audit Committee is satisfied that the Group is
not positioned to support an internal audit function. In the absence of this function, the Audit Committee
receives regular updates from the Vice President, Head of External Reporting and Controls regarding control
activities conducted throughout the year, as outlined in the internal control section above. Additionally, the
Audit Committee receives regular updates from Global Cyber Lead on the Group's protections against cyber
security events.
Other governance matters
As noted in the Corporate Governance Report, the Audit Committee’s performance was assessed as part of the
internal review of the Board Effectiveness. The Audit Committee was rated highly, as executive decisions are
challenged and it continues to performeffectively. Based on observations, the Board concluded that there was
a good level of debate at meetings, with the Chair of the Audit Committee leading the questioning and directing
the conversation. The meetings are considered to be well chaired and all Audit Committee members contribute
well to the conversation. The Audit Committee receives high quality information, distributed sufficiently far in
advance of meetings, which facilitates decision making and highlights the key issues.
Further details on the internal Board effectiveness review are included in the Nomination Committee Report on
page 81.
Additional information
The Audit Committee has unrestricted access to Management and external advisors to help discharge its duties.
It is satisfied that in 2025 it received sufficient, reliable and timely information to perform its responsibilities
effectively. Following each Audit Committee meeting the Chair reports on matters dealt with at the subsequent
Board meeting.
Fair, balanced and understandable statement
The Audit Committee reviewed the Annual report and accounts in its entirety and concluded that the
disclosures, along with the processes and controls underpinning its preparation, were appropriate. The
Audit Committee recommended to the Board that the Annual report and accounts is fair, balanced and
understandable, providing the necessary information to assess the Group's position and performance, business
model and strategy.
I would like to formally record my thanks to my fellow Audit Committee members, members of Management
and our external auditor for their support and diligent contribution during 2025. The Board reviewed and
approved this report on 26 March 2026.
Colin Bond
Chair of the Audit Committee
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
90
Directors' Remuneration Report
Dear Shareholder
On behalf of the Board, I am pleased to present the Directors’ Remuneration Report for the year ended
31 December 2025.
This report, which is subject to an advisory shareholder vote at the 2026 AGM, explains the work of the
Remuneration Committee, how we have implemented our Directors' Remuneration Policy approved by
shareholders in 2024 (2024 Policy) and how we intend to apply it in 2026. The 'Remuneration at a Glance'
section later in this report summarises the remuneration earned by our Executive Directors in 2025 and how we
propose to implement our 2024 Policy in 2026.
For ease of reference, a summary of the key elements of our 2024 Policy is included later in this report. The full
2024 Policy as approved at the AGM on 24 June 2024 is included in the Directors’ Remuneration Report for the
year ended 31 December 2023, which is available at www.oxb.com.
Since his appointment in 2023, Dr. Frank Mathias has led the successful transformation of OXB and the
execution of our strategy to become the leading cell and gene therapy CDMO by driving above-market revenue
growth, expanding into the US market and significantly increasing operational efficiency and profitability. FY
2025 revenues represent a nearly 90% growth since FY 2023, demonstrating the scale and momentum we have
built over the past two years. This has translated into enhanced value for shareholders, with the share price
increasing from a three-month average of £3.68 to 22 November 2022 (the date of the announcement of Dr.
Frank Mathias’ appointment) and a low of £1.68 in December 2023 to a three-month average to the 2025 year
end of £6.18.
Given the strong performance delivered and noting that OXB is at an important point in its strategic growth
journey, the Remuneration Committee recognise the importance of retaining and appropriately incentivising
our high performing Management team, in particular Dr. Mathias, to continue to deliver our growth strategy and
unlock long-term value for both clients and shareholders. Consequently, two changes have been made to our
approach to Executive Directors’ LTIP awards in 2026, the first addressing the scale back of LTIP awards for our
Executive Directors in 2024 and 2025 and the second, the LTIP awards to be granted in respect of 2026. These
changes are consistent with our 2024 Policy which was approved by shareholders at the 2024 AGM with over
97% votes in favour. Further information is included later in this statement and then in the "Remuneration at a
Glance" section of this report.
The Chair of the Remuneration Committee consulted with major shareholders in early March 2026 to outline
the changes proposed to Executive Directors' and Corporate Executive Team remuneration for 2026 as set out
above and would like to thank shareholders that took part in the consultation. We had intended to engage
with shareholders earlier in this process but deferred that process whilst discussions regarding a potential offer
from EQT X EURSCSp and EQT X USD SCSp, each represented by its manager (gérant), EQT Fund Management
S.à r.l. (together referred to as EQT), as announced on 14 January 2026, were ongoing. Further details of the
proposed approach are set out below and in the 'Remuneration at a glance' section of this report.
2025 remuneration decisions in the context of our business performance and outcomes for our
key stakeholders
The Remuneration Committee has considered Executive remuneration in the light of the overall performance
and the outcomes for the wider workforce, our shareholders and other stakeholders by taking a fair, prudent
and balanced approach to remuneration. In 2025:
• Total revenues increased by 33% CC
1
to £170.9million CC
1
; reported revenues increased 31% to
£168.7million (2024: £128.8million), demonstrating continued momentum.
◦ There was a significant improvement in profitability, with Operating EBITDA
2
profit of £2.3million (£8.
1million (CC
1
)), driven by stronger revenues and increased focus on operating costs (2024 loss:
£(15.3)million).
• Operating loss was substantially lower at £(22.5)million (2024 loss: £(39.4)million) reflecting strong revenue
growth and disciplined cost control.
• The Group acquired an FDA approved commercial-scale viral vector manufacturing facility in Durham, NC for
$4.5million (£3.3million).
• The Group generated £0.5million of cash from operations (2024 loss: £(50.7)million) reflecting improved
operating performance, disciplined cash control and increased client deposits and upfront payments.
1
CC refers to Constant Currency, which refers to the equivalent growth based on the prior year exchange rates.
2
Operating EBITDA (Earnings Before Interest, Tax, Depreciation, Amortisation, Impairment, revaluation of investments and assets at fair
value through profit and loss and share based payments) is a non-GAAP measure often used as a surrogate for operational cash flow as it
excludes from operating profit or loss all non-cash items, including the charge for share based payments. However, deferred bonus share
option charges are not added back to operating profits in the determination of Operating EBITDA as they may be paid in cash upon the
instruction of the Remuneration Committee.
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
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Strategic reportCorporate GovernanceFinancial statementsOther information
• We closed the year with a strong balance sheet, including a gross cash position at 31 December 2025 of
£96.9million (2024: £60.7million); net cash at 31 December 2025 was £55.4million (2024: £20.6million).
• The Group completed several key strategic transactions including:
◦ An increased ownership of OXB US by purchasing the remaining 10% interest for $2.5million (£2.0million),
extinguishing the put/call option held on the balance sheet.
◦ Re-financing of the existing loan facility with partners Oaktree resulting in a new four-year term loan
facility of up to $125million.
◦ Completing an equity placement raising an additional c.£60million to invest in and scale OXB's
global network.
• In February 2026, post year end, OXB announced a new multi-year Commercial Supply Agreement with
Bristol Myers Squibb, for the manufacture and supply of lentiviral vectors for BMS’ CAR-T programmes.
• In March 2026, post year end, OXB extended the global reach of its platforms through a licensing and option
agreement with Australian CDMO VVMF.
• In March 2026, post-period end, the Board approved a further $15million draw down under the existing
Oaktree loan facility, from the total principal amount of $125million.
Further details of our operational highlights in 2025 are set out in the Financial Review section of this report on
page 16.
The 2024 Policy includes malus and clawback provisions as set out on page 95. The periods in which the
provisions may be operated are set to reflect a timeframe in which the Company’s financial reporting, audit
and risk procedures would typically identify one of the malus and clawback trigger events. In line with the UK
Corporate Governance Code 2024, the Remuneration Committee also confirms that there was no application
of malus or clawback provisions in 2025.
2025 Executive Director remuneration and variable pay outcomes
Dr. Frank Mathias’ and Dr. Lucinda Crabtree’s salaries were increased for 2025 as described in the 2024
Directors’ Remuneration Report.
The bonus for 2025 was based on a small number of quantitative and objective metrics aligned to OXB’s pillars
for success, with measures based on Financials, Client-Centric Excellence (On-time and On-quality delivery),
“One OXB” - People (Employee Engagement) and “One OXB” – Environmental (Decarbonisation). Our overall
performance in the year resulted in the objectives for the 2025 annual bonus being achieved at 166% of target
(124.5% of salary). We have further enhanced the disclosure of the bonus outturn, as set out later in this report.
Dr. Frank Mathias was granted an LTIP award in 2023 in part capable of vesting by reference to performance in
2025, as summarised below. Dr. Lucinda Crabtree did not participate in this award.
Grant Performance Condition Vesting outturn
04 October
2023
40%: relative TSR over the three year
period to 3 October 2026.
Any vesting of the relative TSR element of the 2023 LTIP award will be determined in
October 2026 following the end of the TSR performance period.
40%: revenue growth measured
over the three years ended
31 December 2025.
The threshold level of performance was not achieved and this element of the
award lapsed.
20%: strategic milestones. The strategic milestones element has vested at 82.5% (16.5% of the overall awards)
following the Remuneration Committee's assessment of performance against the
milestones, as described later in this report.
The relative TSR element of the LTIP award granted in April 2022 was assessed in April 2025 following the end
of the TSR performance period. Neither Dr. Frank Mathias nor Dr. Lucinda Crabtree participated in this award.
This element of the award vested at 29% (including the TSR element of the award retained, on a pro-rated basis,
by the former CFO).
2025 LTIP awards
As detailed later in this report, LTIP awards were granted in 2025 based on compound growth in revenue (with
a 60% weighting) and Operating EBITDA margin (with a 40% weighting), reflecting the key metrics aligned with
OXB's growth strategy.
Implementation of our 2024 Policy in 2026
• Base salary increases: For 2026, the Remuneration Committee has awarded Dr. Frank Mathias and Dr.
Lucinda Crabtree increases of 3.5% taking their salaries to £666,020 and £437,080, respectively.
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
92 Directors' Remuneration Report (Continued)
• Annual bonus: No change to the maximum annual bonus opportunity of 150% of salary. Further information
on the annual bonus measures and weightings is set out in the 'Remuneration at a glance' section of
this report.
• LTIP awards - previously reduced awards: When Dr. Frank Mathias joined the business in March 2023, our
intention (in line with the offer terms on which we recruited him and our 2024 Policy) was to grant annual
LTIP awards to him at the level of 200% of salary. Similarly, when Dr. Lucinda Crabtree joined in September
2024 our intention was to grant LTIP awards to her at the level of 175% of salary in line with her offer terms.
Notwithstanding this, their awards were scaled back primarily to manage including the headroom available
under our share plans.
Under the leadership of Dr, Frank Mathias, OXB has transformed from a hybrid product development
company to a high performing pure-play CDMO. The contracted value of client signed orders has
increased by over 60% from £138m in 2023 to £224m in 2025. The acquisition of ABL Europe (renamed
OXB France) in January 2024 expanded our EU operations, adding specialised expertise and manufacturing
capacity. Alongside this, we have continued to successfully implement our "One OXB" strategy, creating a
comprehensive multi-vector, multi-site network spanning the UK, the US and the EU.In February 2026,
we announced an expanded strategic partnership with Bristol Myers Squibb, signing a new Commercial
Supply Agreement which is expected to generate meaningful multi-year revenue and supports our existing
medium-term financial guidance, demonstrating further successful execution of OXB's focused cell and
gene therapy CDMO strategy. Upon announcement of this expanded partnership Chris Holt, Vice President,
Cell Therapy Vector and External Manufacturing Operations, Bristol Myers Squibb commented "OXB has
been an excellent manufacturing partner supporting our CAR-T cell therapy programmes through clinical
development. This expanded agreement reflects our confidence in their world-class capabilities and proven
expertise in delivering high-quality, commercial-grade viral vectors. As we advance our innovative CAR-T
therapies toward patients, this strategic partnership ensures reliable, scalable manufacturing capacity to meet
commercial demand." This further emphasises OXB’s commitment to delivering excellent client experiences.
The 2024 and 2025 LTIP awards were granted on 3 October 2024 at share price of £3.796 and 16 May 2025
at a share price of £2.94 respectively. In both cases, at a share price above the low of £1.68 in December
2023. The increase in the share price to £6.18 based on a three-month average to the 2025 year-end is the
result of the successful execution of the strategy and management actions and has not followed the typical
short term ‘V-shape’ recovery that is often associated with windfall gains.
Given the performance context outlined above and the need to appropriately incentivise and reward our high
performing Executive team, the Remuneration Committee has decided to reinstate the originally intended
grant level for the 2024 and 2025 LTIP awards. This honours the terms on which Dr. Frank Mathias and Dr.
Lucinda Crabtree were recruited.The re-instated LTIP awards will be granted by reference to the share price
prior to the date of grant (using a five-day average in line with OXB’s typical practice) and not by reference
to the lower prices used in 2024 and 2025. This means that the number of shares subject to the 2024 and
2025 LTIP awards will still be lower than had the full awards been made at the original grant dates. The
2024 and 2025 LTIP awards remain subject to the original performance conditions and post-vesting holding
periods. This ensures that the vesting of the awards is subject to the sustained strong performance of the
business. Further details are provided in the 'Remuneration at a Glance' section of this report. No changes are
being made for the 2023 LTIP award.
• LTIP awards in respect of 2026: To ensure that our high-achieving Executive team, are retained and
appropriately incentivised to continue to deliver our growth strategy and to unlock long-term value for both
clients and shareholders we are increasing the level of LTIP awards for 2026. The LTIP award for Dr. Frank
Mathias will be 400% of salary and for Dr. Lucinda Crabtree will be 200% of salary. Market benchmarking
is not the key driver behind the proposed changes. However, the Remuneration Committee considered a
number of market reference points to ensure that we are competitive in our talent markets and we can
continue to attract and retain top talent. We considered two peer groups: (1) a bespoke comparator group of
primarily NASDAQ listed companies of a similar size and complexity; and (2) FTSE 250 companies excluding
the top 50 and financial services companies. The increased LTIP award levels reflect that OXB operates in a
highly dynamic and competitive sector and that current award levels are low compared to NASDAQ listed
companies of a similar size and complexity.
The impact of the increased LTIP levels positions the total package for the CEO at the upper end of practice
compared to FTSE 250 companies and below the median compared to NASDAQ listed companies of a
similar size and complexity for the CEO, as shown below. This positioning reflects the performance and
transformation of OXB under the leadership of Dr. Frank Mathias as well as the criticality of retaining and
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
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Strategic reportCorporate GovernanceFinancial statementsOther information
rewarding a high-performing CEO to deliver our growth ambitions.
The total package for the CFO will be positioned at the upper end of practice compared to FTSE 250
companies and just above median compared to NASDAQ listed companies of a similar size and complexity.
This positioning reflects the performance and transformation of OXB, the importance of retaining and
rewarding our CFO and CET and maintains appropriate relativities between the CFO and CET.
Proposed
Current
M to UQ
LQ to M
Proposed
Current
M to UQ
LQ to M
Bespoke comparator group FTSE 250
CFO CFOCEO CEO
£6,000k
£5,500k
£5,000k
£4,500k
£4,000k
£3,500k
£3,000k
£2,500k
£2,000k
£1,500k
£1,000k
£4,500k
£4,000k
£3,500k
£3,000k
£2,500k
£2,000k
£1,500k
The constituents of the bespoke comparator group were determined considering other similar businesses of a similar size and complexity. This group is predominately focussed
on NASDAQ listed businesses similar to OXB. However, recognising the limited number of comparable CDMO businesses, wider industry peers operating in drug development and
life sciences outsourcing have been included (with a market capitalisation of less than $3bn). The constituent companies are: Evotec; Immunocore Holdings; Oxford Nanopore
Tech; Maxcyte; 4Basebio; Oncoinvent (formerly Bergenbio); Sana Biotechnology; Sutro Biopharma; Centessa Pharmaceuticals; Intellia Therapeutics; Cogent Biosciences; Celcuity;
Iovance Biotherapeutics; Adaptive Biotechnologies; Liquidia Corporation; Occular Therapeutix.
In line with our 2024 Policy, the Executive Directors’ in-service shareholding requirement will be increased to be
aligned with the higher LTIP grant levels.
Appropriate increases will be made to the level of LTIP awards for below Board participants.
The LTIP metrics will be 60% revenue, 40% Operating EBITDA margin, with the target ranges set out in the
'Remuneration at a glance' section of this report. The targets proposed initially for both revenue and operating
EBITDA margin were further reviewed by the Remuneration Committee following feedback received from the
investors. As a result, the threshold target for both revenue and operating EBITDA margin were increased and
the maximum target for revenue was increased to ensure the targets were considered to be appropriately
stretching taking into account the increase in the LTIP award levels described above. Further details are set out
on pages 95-97.
Conclusion
The decisions with regards to remuneration earned in respect of 2025 and the proposals for 2026 demonstrate
our commitment to ensuring that Executive Directors’ reward is aligned with performance and the outcomes
for all our stakeholders.
We look forward to receiving your support at our 2026 AGM, where I and other Remuneration Committee
members will be available to answer any questions that you have.
Heather Preston
Chair of the Remuneration Committee
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
94 Directors' Remuneration Report (Continued)
Remuneration at a Glance
Actual remuneration of Executive Directors for 2025
CEO – Dr. Frank Mathias CFO – Dr. Lucinda Crabtree
Base salaries £643,500 £422,300
Pension 7.5% of salary in line with the wider workforce
Annual Bonus
- maximum
opportunity
for 2025
150% of salary 150% of salary
Bonus earned
for 2025
Taking into account performance against the targets and objectives set, bonuses were earned at the level of 166% of the
target bonus (124.5% of salary), as described in the statement from the Chair of the Remuneration Committee. 50% of the
bonuses earned will be paid in cash and 50% will be deferred into shares.
LTIP vesting in
respect of 2025
The threshold level of revenue growth for 40% of the LTIP granted in October 2023 was not achieved based on performance
to the end of 2025.
The strategic milestone element for 20% of the LTIP granted in October 2023 vested at 82.5% (16.5% of the overall awards).
Further information is included later in this report.
Dr. Lucinda Crabtree did not participate in this award.
Single figure total
for 2025
£1,869,952 £992,086
LTIP awards granted to Executive Directors in 2025
LTIP granted
in 2025
LTIP awards were scaled back from the originally intended levels and granted at the reduced level of 160% of salary to the CEO
and 140% of salary to the CFO. As described in the statement from the Chair of the Remuneration Committee, the Remuneration
Committee will reinstate the originally intended grant level, as set out further below. This honours the terms on which Dr. Frank
Mathias and Dr. Lucinda Crabtree were recruited. Details of the performance conditions are set out later in this report.
Shareholding of Executive Directors as at 31 December 2025
This chart illustrates the value of shares held by Executive Directors as at 31 December 2025 (based on the year
end share price of £6.17) against the share ownership guidelines of 200% of salary for the CEO and 175% of
salary for the CFO. In accordance with the 2024 Policy, the calculations include shares owned and the net of
assumed tax shares subject to deferred bonus awards. Each Executive Director is building towards their required
shareholding level.
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How OXB intend to implement the 2024 Policy for 2026
Element CEO – Dr.
Frank Mathias
CFO – Dr. Lucinda Crabtree
Base salary
from 1 January
2026
£666,020 £437,080
(in each case a 3.5% in line with the increases for the wider workforce)
Pension 7.5% of salary in line with the wider workforce
Annual bonus Target annual bonus opportunity is 75% of base salary and the maximum annual bonus opportunity is 150% of base salary
(2x target).
Annual bonus
measures for
2026
Financial (Revenue
and EBITDA, with an
equal weighting)
60%
Client-Centric Excellence
(On-time, On-quality delivery
and Decarbonisation)
30%
One OXB - People
(Employee Engagement)
10%
The forward looking bonus targets are commercially sensitive as they could provide competitors with insights into OXB's plans. In
line with market practice, in the 2026 Directors’ Remuneration Report OXB will maintain the granular approach to the disclosure
of the bonus outturn and performance delivered which has been adopted for the 2025 bonus as set out later in this report.
LTIP awards -
previously
reduced
awards
As described in the statement from the Chair of the Remuneration Committee, LTIP awards granted to Dr. Frank Mathias and
Dr. Lucinda Crabtree were scaled back from the originally intended levels. These reductions were made primarily to manage
the headroom available under the share plans. To honour the terms on which Dr. Frank Mathias and Dr. Lucinda Crabtree were
recruited, the Remuneration Committee will reinstate the originally intended grant level for the 2024 and 2025 LTIP awards by
making the following grants:
LTIP granted in respect of 2024 LTIP granted in respect of 2025
CEO CFO CEO CFO
Original
intended LTIP
grant
200% of 2024 salary 175% of 2024 salary 200% of 2025 salary 175% of 2025 salary
Award granted
on 3 October
2024 at share
price of £3.796
and 16 May
2025 at a share
price of £2.94
160% of 2024
salary £976,000
157.5% of 2024
salary £645,750
160% of 2025
salary £1,029,600
140% of 2025
salary £591,220
Award to be
granted to re-
instate original
grant level
40% of 2024
salary £244,000
17.5% of 2024
salary £71,750
40% of 2025 salary £257,400
35% of 2025
salary £147,805
These LTIP awards will be granted by reference to the share price prior to the date of grant (using a five-day average in line with
OXB’s typical practice) and not by reference to the lower prices used in 2024 and 2025. This means that the number of shares
subject to the 2024 and 2025 LTIP awards will still be lower than had the full awards been made at the original grant dates. The
2024 and 2025 LTIP awards remain subject to the original performance conditions and post-vesting holding periods.
The Remuneration Committee has taken action in relation to CET participants to address the impact of their LTIP awards having
been reduced in previous years.
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
96 Directors' Remuneration Report (Continued)
Element CEO – Dr.
Frank Mathias
CFO – Dr. Lucinda Crabtree
Long term
incentive
awards in
respect of
2026
The 2024 Policy permits LTIP awards above 200% of salary (in the case of Dr. Frank Mathias) and above 175% of salary (in the case
of Dr. Lucinda Crabtree) where there has been a significant increase in the size and complexity of the business. Since the 2024
Policy was approved, OXB has entered the FTSE 250, its market capitalisation has increased to circa £744million (three-month
average to 31 December 2025) and OXB has delivered mid-to-high single digit £million Operating EBITDA profitability (on a
constant currency basis) for FY 2025 and low-single-digit £million profitability (constant currency) on an underlying basis. The
Group headcount has grown by c.20% to c.986 employees as at 31 December 2025. The complexity of business has also
increased with the acquisition of OXB France in early 2024, expanding its operational footprint into Europe, as well as into the US
with the acquisition of the remaining 10% of OXB US and subsequent acquisition of the site in Durham, NC. OXB has supported 44
client programmes globally (across the UK, France and US) as of September 2025, with significant growth in the US for AAV and
lentiviral vector manufacturing. The US, as the largest cell and gene therapy market, is central to our growth strategy, with major
US-based clients utilising OXB's facilities.
As described in the statement from the Chair of the Remuneration Committee, LTIP awards in respect of 2026 will be granted at
the level of 400% of salary for Dr. Frank Mathias and 200% of salary for Dr. Lucinda Crabtree.
LTIP measures
for awards in
respect of
FY26 assessed
over a three-
year
performance
period
The performance conditions for the 2026 LTIP awards will be based on growth in Revenue (with a 60% weighting) and Operating
EBITDA margin (with a 40% weighting), reflecting the key metrics aligned with OXB's growth strategy. The threshold and maximum
performance levels, set out below, have been determined having regard to growth ambitions. As noted in the statement from
the Chair of the Remuneration Committee, the targets proposed initially by the Remuneration Committee were reviewed and
increased to reflect feedback received from the investors. The maximum revenue target would mean doubling of revenue from
2025. The proposed targets are considered to be appropriately stretching taking into account the level of ambition in our business
plans and market guidance which requires out-performance compared to our sector peers.
In each case, Revenue and Operating EBITDA margin will be assessed on a constant currency basis.
Vesting Compound Annual
Revenue Growth between
2025 and 2028
2028 Operating
EBITDA Margin
Threshold
25% (100% of salary for the CEO, 50% of salary for
the CFO)
17% CAGR
15% Operating
EBITDA Margin
Maximum
100% (400% of salary for the CEO, 200% of salary for
the CFO)
27% CAGR
25% Operating
EBITDA Margin
LTIP holding
requirements
A two-year holding period applies following the three-year performance period.
Shareholding
guideline In-
employment
400% of salary 200% of salary
Post-
employment
100% of the in-service share ownership requirement, with the required holding tapering to zero over a two-year period.
Malus and
clawback
Malus and clawback provisions apply to the LTIP and deferred bonus awards as set out in the 2024 Policy. Clawback applies to the
annual bonus awards as set out in the 2024 Policy.
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Non-Executive Directors – implementation of the Policy in 2026
As described in the 2023 Directors’ Remuneration Report, the Board adopted a simplified fee structure for
Non-Executive Directors from 2024. For 2026, the base fees will be increased by 3.5%, with no changes to the
fees for additional responsibilities.
Fee level
Base fee £67,275
Additional fee for holding the position of Senior Independent Director £10,000
Additional fee for holding the position of Vice Chair £10,000
Additional fee for holding the position of Chair of the Remuneration Committee £10,000
Additional fee for holding the position of Chair of the Audit Committee £10,000
Additional allowance in recognition of the extra time commitment required for travel on Company business and/or additional
time commitment where Non-Executive Director is based in a different time zone (where applicable).
Not applicable for
2025 or 2026.
The Chair of the Board's fee for 2026 will increase by 3.5% to £232,875. In line with the UK Corporate
Governance Code 2024, the Chair and Non-Executive Directors do not participate in any of the Group's
incentive plans and do not receive any incentive awards geared to the share price or Company performance.
Annual Report on Remuneration
Remuneration Committee role and members
The responsibilities of the Remuneration Committee are set out in its terms of reference which are available on
the Group's website.
The Remuneration Committee members during 2025 comprised Dr. Heather Preston (Chair), Stuart Henderson
(until his retirement from the Board on 11 June 2025), Professor Dame Kay Davies, Peter Soelkner and Dr. Roch
Doliveux. Other Directors are invited to attend meetings on an agenda driven basis. The attendance of Directors
at Remuneration Committee meetings is set out in the Corporate Governance Report on page 68.
Remuneration Committee activities during 2025
During 2025, the Remuneration Committee met 6 times. The main activities and decisions included:
consideration of the approach to historic and future LTIP award levels as discussed in the statement from
the Chair of the Remuneration Committee earlier in this report, assessment of 2024 objectives and approval of
2025 objectives; LTIP outturns; review and approval of the 2024 Directors' Remuneration Report; approval of
the grant of annual share awards; review and approval of the CET compensation, bonus and review of wider
workforce pay and gender pay gap reporting.
Engagement with shareholders
The Chair of the Remuneration Committee consulted with major shareholders in early March 2026 to outline
the changes proposed to Executive Director and Corporate Executive Team remuneration for 2026 as set out
above and would like to thank shareholders that took part in the consultation. We had intended to engage with
shareholders earlier in this process but deferred that process whilst discussions re a potential offer from EQT, as
announced on 14 January 2026, were ongoing.
The Chair of the Remuneration Committee is available to discuss matters with shareholders throughout
the year.
Single total figure of remuneration
(audited)
The following table shows the single total figure of remuneration for 2025 for the Directors and comparative
figures for 2024. Robert Ghenchev (who stepped down from the Board on 20 October 2025) and Laurence
Espinasse elected to receive no remuneration for their services as Directors.
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
98 Directors' Remuneration Report (Continued)
Salary/fees Benefits
1
Bonus LTIP
2
Pension
3
Total
Total Fixed
remuneration
Total Variable
remuneration
Executive Directors
Dr. Frank Mathias
2025 644 47 801 330 48 1,870 739 1,131
2024 610 35 416 - 50 1,111 695 416
Dr. Lucinda Crabtree
4
2025 422 11 526 - 33 992 466 526
2024 137 3 92 - 3 235 143 92
Non-
Executive Directors
5
Dr. Roch Doliveux
2025 225 - - - - 225 225 -
2024 225 - - - - 225 225 -
Colin Bond
6
2025 71 - - - - 71 71 -
2024 - - - - - - - -
Stuart Henderson
7
2025 38 - - - - 38 38 -
2024 85 - - - - 85 85 -
Professor Dame
Kay Davies
2025 75 - - - - 75 75 -
2024 74 - - - - 74 74 -
Namrata Patel
2025 65 - - - - 65 65 -
2024 65 - - - - 65 65 -
Dr. Heather Preston
2025 75 - - - - 75 75 -
2024 76 - - - - 76 76 -
Peter Soelkner
8
2025 70 - - - - 70 70 -
2024 52 - - - - 52 52 -
Total
2025 1,685 58 1,327 330 81 3,481 1,824 1,657
2024 1,324 38 508 - 53 1,923 1,415 508
1
Benefits comprise medical insurance, the provision of a car allowance and, in the case of Dr. Frank Mathias, an annual allowance of £35,000 agreed in order to secure his recruitment
as referred to in the 2022 Directors’ Remuneration Report. Dr. Lucinda Crabtree also receives an annual allowance of£10,000 per annum (pro-rata for FY24) on a similar basis to Dr.
Mathias’ allowance.
2
The LTIP values comprise the Performance Shares Awards vesting by reference to performance in the relevant year. In the case of the 2025 value for Dr Frank Mathias, this relates to
the estimated vesting outturn of the portion of the LTIP granted to Dr Frank Mathias on 4 October 2023 which is subject to the strategic milestones performance condition. This has
been calculated by reference to the average share price over October, November and December 2025; further information in relation to the calculation of the value is set out later in
this report.
3
Pension contributions are made into the Group’s defined contribution scheme, or at the election of the Director, as a cash allowance in lieu of a company pension contribution.
4
Dr. Lucinda Crabtree was appointed to the Board with effect from 2 September 2024.
5
Non-Executive Directors’ remuneration consists of base fees and additional fees only.
6
Colin Bond was appointed to the Board with effect from 1 January 2025.
7
Stuart Henderson stepped down from the Board on 11 June 2025
8
Peter Soelkner was appointed to the Board on 15 March 2024.
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2025 Annual Bonus
(audited)
Each of Dr. Frank Mathias and Dr. Lucinda Crabtree were eligible to earn a bonus of up to 150% of salary for
2025, subject to the satisfaction of performance objectives.
In January 2026, the Remuneration Committee met to consider the achievement of the 2025 objectives.
Information in relation to the objectives and performance against them is set out below.
* The £5.0m EBITDA out-turn excludes the impact of the Durham, North Carolina operational site acquisition and excludes bonus payments above target level.
Engagement/
organisational
health – assessed
by reference to
the improvement
in the average
score for five key
organisational
health questions
from the employee
engagement survey.
Revenue
EBITDA
On-quality delivery
– assessed by
reference to the
percentage of
quality records
completed without
overdue items
across sites
Total
Client-Centric
Excellence
On-time delivery
– assessed by
reference to the
proportion of GMP
batches delivered
on schedule
Decarbonisation
– assessed
by
reference to
the Group wide
decarbonisation
vs the base year
ONE OXB
FINANCIALS
Company
goals 2025 Weighting
Outcome
(% of
overall
target bonus)
Maximum
(Payout
of 200% of
target)
(Above maximum)
(Above maximum)
(Between target
and maximum)
(Slightly below
maximum)
(Maximum)
(Between target
and maximum)
Threshold
(Payout of 50%
of target, 25%
of maximum)
Target
(Payout of 100%
of target, 50%
of maximum)
Outcome
10% 20%70%
5% 10%10%
12.5% 15%92%
12.5% 23.75%8.2%
30% 37.2%£170.9m
30% 60%
166%
£5.0m
*
63%
6%
£2.8m
90%
£170m
10%
60%
5%
£0.0m
85%
£165m
15%
66%
7%
£5.0m
92%
£170.9m
8.2%
100%
£175m
8%
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
100 Directors' Remuneration Report (Continued)
Overall bonus outturn
Accordingly, bonuses earned by Dr. Frank Mathias and Dr. Lucinda Crabtree were:
• Dr. Frank Mathias: £801,158
• Dr. Lucinda Crabtree: £525,764
The Remuneration Committee reviewed performance against the annual bonus outturn and concluded the
overall bonus payments to be appropriate. The bonuses will be paid 50% in cash and 50% in deferred share
awards. The deferred share awards are not subject to any further performance targets and will become
exercisable in three equal instalments on the first three anniversaries of grant.
Performance Shares Award vesting in respect of performance in 2025
(audited)
Dr. Frank Mathias was granted a Performance Shares Award in 2023. The performance conditions were based
on relative TSR performance (as regards 40% of the award), growth in revenue between 2022 and 2025 as
regards 40% of the award and strategic milestones as regards 20% of the award.
The relative TSR performance condition will be assessed in October 2026 following the end of the TSR
performance period.
The revenue growth performance condition was as follows:
Compound annual growth rate of the Company's revenue between
2022 and 2025
Percentage of the award subject to the revenue performance
condition that will vest
Less than 15% 0%
15% 25%
More than 15% but less than 30% Determined on a straight line basis between 25% and 100%
30% or more than 30% 100%
Over the three-year performance period, the compound annual growth rate of the Group's revenue was 6.94%
resulting in an estimated vesting outturn of 0%.
The strategic milestones performance conditions were assessed against the following elements.
European Footprint: ability to release
product into EU (6% weighting)
Monetising innovation (7% weighting) Alignment of shareholder
base with revised strategy
(7% weighting)
Percentage of the
Performance Shares
Award subject to the
element that Vests
EU based release testing enabled At least 3 Process C based products on
pathway to commercialisation
30% high quality holdings 25%
Strategic EU hub adding further
capabilities and/or capacity
Process D in GMP 40% high quality holdings 50%
Revenue generation
1
of £16.67m
from facility
Process E formulated endorsed by STAC
(now replaced by ITEB)
Plan approved for sole listing 100%
Achieved in full (100% vesting) Achieved in full (100% vesting) Achieved at target (50% vesting) Partly achieved
(82.5% vesting)
1
Assessed over two years reflecting that OXB France was only acquired one year into the three-year performance period
Overall, performance against the milestones resulted in an estimated vesting outturn of 16.5%.
For the purposes of the single total figure of remuneration for 2025, the value of these awards is calculated
as follows.
Executive
Director
Shares subject
to award
Shares subject
to the revenue
performance condition
Estimated vesting outturn of the element
of the award subject to the revenue
performance condition
Estimated number of shares that will
vest by reference to the revenue
performance condition
Dr. Frank Mathias 323,178
1
129,271
1
0% 0
1
The award will not vest until the relative TSR performance condition has been assessed. In line with the applicable regulations, the share price for the purposes of calculating the value
included in the single total figure of remuneration is taken to be the average share price over October, November and December 2025, being 618p. The share price at the date of grant
of the awards was 302p and accordingly 48.8% of the value is attributable to the share price at grant and 51.2% to growth in share price.
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Strategic reportCorporate GovernanceFinancial statementsOther information
Executive
Director
Shares subject
to award
Shares subject to
the strategic milestones
performance condition
Estimated vesting outturn of the element
of the award subject to the strategic
milestones performance condition
Estimated number of shares that will
vest by reference to the strategic
milestones performance condition
Dr. Frank Mathias 323,178
1
64,636
1
82.5% 53,324
1
The award will not vest until the relative TSR performance condition has been assessed. In line with the applicable regulations, the share price for the purposes of calculating the value
included in the single total figure of remuneration is taken to be the average share price over October, November and December 2025, being 618p. The share price at the date of grant
of the awards was 302p and accordingly 48.8% of the value is attributable to the share price at grant and 51.2% to growth in share price.
Executive DirectorEstimated total number of shares that will vest in October 2026 Value of the shares included in the single total figure
of remuneration
1
Dr. Frank Mathias 53,324 £329,542
1
The award will not vest until the relative TSR performance condition has been assessed. In line with the applicable regulations, the share price for the purposes of calculating the value
included in the single total figure of remuneration is taken to be the average share price over October, November and December 2025, being 618p. The share price at the date of grant
of the awards was 302p and accordingly 48.8% of the value is attributable to the share price at grant and 51.2% to growth in share price.
The award is also subject to a performance underpin, such that it would vest only to the extent that the
Remuneration Committee considers that the overall performance of the business across the period justifies
it. The Remuneration Committee will review performance against this underpin following the end of the TSR
performance period. The award will be subject to a two year holding period following vesting.
Performance Shares Awards granted under the LTIP during 2025
On 16 May 2025, Dr. Frank Mathias and Dr. Lucinda Crabtree were awarded Performance Shares Awards under
the LTIP as follows:
Basis of award (% of salary) Number of shares under award Face value of grant
Dr. Frank Mathias 160% 350,204 £1,029,600
Dr. Lucinda Crabtree 140% 201,095 £591,220
The number of shares under award were calculated by reference to the average share price of 294p in the five
business days prior to the date of the award. Dr. Frank Mathias’ LTIP award for 2025 was originally granted at the
scaled back level of 160% of salary and Dr. Lucinda Crabtree’s at 140% of salary as set out above. As described
in the statement from the Chair of the Remuneration Committee, these scale backs will be reversed to reinstate
the originally intended grant levels.
The awards are nil cost options and are subject to a three-year vesting period. They are subject to the
achievement of performance conditions based on compound growth in revenue (with a 60% weighting) and
Operating EBITDA margin (with a 40% weighting), reflecting the key metrics aligned with the Group's growth
strategy. The details of the measures are described below.
Operating EBITDA margin and Revenue performance conditions
Vesting amount 2027 Operating EBITDA Margin Revenue
1
– compound annual growth rate
0% Less than 12% Less than 20%
25% 12% 20%
100% 22% 30%
1
Assessed over the three financial-year performance period 2025–2027.
Although the awards will vest following the end of the performance period (subject to satisfaction of the
performance conditions), they cannot be exercised until the end of a further holding period of two years.
Statement of Directors’ shareholding and share interests
(audited)
The Remuneration Committee has adopted a shareholding guideline for the Executive Directors, which
specifies a shareholding equivalent to their normal annual LTIP opportunity.
Further information on the extent to which Dr. Frank Mathias and Dr. Lucinda Crabtree have met this guideline is
included in the 'Remuneration at a Glance' section on page 94.
The interests in shares of the Directors who served during the year as at 31 December 2025 are as set out
below. There have been no changes in these interests between 31 December 2025 and the date on which this
Directors' Remuneration Report was finalised.
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
102 Directors' Remuneration Report (Continued)
Shares held outright
Vested but
unexercised options
Deferred bonus plan not
yet exercisable
Unvested Performance
Shares Awards subject to
performance conditions
2025 2024 2025 2024 2025 2024 2025 2024
Executive Directors
Dr. Frank Mathias 20,000 20,000 - - 70,803 - 930,495 580,291
Dr. Lucinda Crabtree - - - - 15,733 - 371,208 170,113
Non-Executive Directors
Dr. Roch Doliveux 438,805 371,805 - - - - - -
Stuart Henderson 10,862 10,862 - - - - - -
Professor Dame Kay Davies 1,000 1,000 - - - - - -
Laurence Espinasse - - - - - - - -
Robert Ghenchev - - - - - - - -
Namrata Patel 9,170 9,170 - - - - - -
Dr. Heather Preston 35,862 18,298 - - - - - -
Peter Soelkner - - - - - - - -
During 2025, the following options have been awarded, vested and lapsed:
LTIP Unvested at 1 January 2025 Vesting during 2025 Lapsed during 2025 Awarded during 2025 Unvested at
31 December 2025
Dr. Frank Mathias 580,291 - - 350,204 930,495
Dr. Lucinda Crabtree 170,113 - - 201,095 371,208
Deferred bonus Not exercisable at 1 January 2025 Becomes exercisable
during 2025
Awarded during 2025 Not exercisable at
31 December 2025
Dr. Frank Mathias n/a - 70,803 70,803
Dr. Lucinda Crabtree n/a - 15,733 15,733
During 2025, neither Dr. Frank Mathias nor Dr. Lucinda Crabtree exercised any options.
Payment to past Directors and payments for loss of office
(audited)
No payments for loss of office were made in the year. Similarly, there were no disclosable payments to past
directors in the year.
Performance graph and comparison with CEO’s remuneration
The following chart illustrates the Company's TSR performance since 1 January 2016 relative to the FTSE
all-share index, the FTSE350 Pharma and Biotech index and the NASDAQ Biotech index. The FTSE all-share
index has been selected because it represents a broad-based measure of investment return from equities.
The FTSE350 Pharma and Biotech index, comprising Pharma and biotech companies listed in the UK and are
constituents of the FTSE350 index and the NASDAQ Biotech index in the United States (NASDAQ Biotech)
market, provide further benchmarks that are more specific comparators.
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Strategic reportCorporate GovernanceFinancial statementsOther information
CEO’s remuneration in last ten years
The following table sets out the CEO’s remuneration over the previous ten years. Notes to entries in respect of
previous years can be found in the relevant years’ Directors’ Remuneration Reports.
Year 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
John
Dawson
Dr. Roch
Doliveux
1
Dr. Roch
Doliveux
Dr.
Frank
Mathias
2
CEO’s Single
Total Figure
of Remuneration
£’000 653 811 1,311 1,220 1,258 1,828 104 208 53 529 1,111 1,870
LTIP vesting
% of
maximum
50% 25% 80% 100% 62% 42% 50% n/a n/a n/a n/a 27%
Annual bonus earned
% of
maximum
50% 85% 92% 70% 85% 84% 86% n/a n/a n/a 46% 83%
1
Dr. Roch Doliveux acted as Interim CEO whilst remaining in his position as Chair after John Dawson announced his intention to retire in January 2022. Dr. Doliveux remained in post
until Dr. Frank Mathias assumed the role of CEO on 27 March 2023.
2
Dr. Frank Mathias was appointed CEO on 27 March 2023.
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
104 Directors' Remuneration Report (Continued)
Percentage change in remuneration of Directors and employees
The following table shows the annual percentage change in salary/fees, benefits and bonus between 2020 and
2025 for the Directors. The Non-Executive Directors do not receive benefits or bonus; accordingly no data is
shown in the table in respect of these elements.
For the change between 2023 and 2024 and 2024 and 2025 where a Director only served on the Board for
part of the year, to enable a meaningful comparison, the percentage change is based on their annualised
remuneration. For previous years and consistent with the reports in those years, the changes are based on
actual amounts earned meaning that increases and decreases in salary and fees between various years reflects
that comparison is between full years and part years. Neither Robert Ghenchev nor Laurence Espinasse received
any remuneration for their role and accordingly have been excluded from the table. Colin Bond was appointed
during 2025 and, accordingly, has been excluded from the table.
Salary/Fees
1
Benefits Bonus
2024/25
% Change
2023/24
% change
2022/23
% change
2021/22
% change
2024/25 %
Change
2023/24
% change
2022/23 %
change
2021/22
% change
2024/25 %
Change
2023/24
% change
2022/23 %
change
2021/22
% change
Dr. Frank Mathias 5% 0% n/a n/a 36% -6% n/a n/a 92% -100% n/a n/a
Dr.
Lucinda Crabtree 3% n/a n/a n/a 8% n/a n/a n/a 90% n/a n/a n/a
Comparator Group
2
-4% 8% 7% 11% -13% -1% 14% -10% 34% 100% -100% 11%
Dr. Roch Doliveux 0% 0% 0% 0%
3
Stuart Henderson
4
-55% 0% 0% 0%
Professor Dame
Kay Davies 1% 2% 12% 20%
Namrata Patel 0% 0% 38% n/a
Dr. Heather Preston -2% -46% 0% 0%
Peter Soelkner
5
37% n/a n/a n/a
1
Neither Robert Ghenchev nor Laurence Espinasse received any remuneration for their role and accordingly have been excluded from the table. Colin Bond was appointed during 2025
and, accordingly, has been excluded from the table.
2
The average percentage change in the same elements of remuneration over the same period are in respect of a comparator group of employees. The regulations require that the
comparator group is all employees of the Company; however, as the Company (OXB plc) has no employees and for consistency with prior years, the Remuneration Committee has
chosen all those employees other than the Directors who were employed by OXB UK throughout the whole of the relevant years, as the comparator group.
3
Dr. Doliveux waived his additional fee in respect of 2022. The percentage change between 2021 and 2022 has been restated accordingly.
4
Stuart Henderson stepped down from the Board on 11 June 2025
5
Peter Soelkner joined the Board in March 2024, he also received fees in 2025 for being Vice Chair.
CEO’s pay ratio
The following table sets out the ratio of the CEO’s pay to the pay of the 25th, median and 75th percentile
employee within the organisation. The Group used Option A as defined in The Companies (Miscellaneous
Reporting) Regulations 2018, as this calculation methodology for the ratios was considered to be the most
accurate method. The 25th, median and 75th percentile pay ratios were calculated using the full-time
equivalent remuneration for all UK employees as at the end of each year.
In 2022, Dr. Roch Doliveux was interim CEO from 28 January 2022 (whilst remaining in his position as Chair).
Given the significant proportion of the year for which he was interim CEO, the CEO’s remuneration for 2022 is
his remuneration, albeit for the full year and not only for the period from 28 January 2022.
In 2023, Dr. Roch Doliveux was interim CEO (whilst remaining in his position as Chair) until 27 March 2023 at
which point Dr. Frank Mathias became CEO. For 2023, the CEO remuneration is the aggregate of Dr. Doliveux’s
remuneration for the period up to 27 March 2023 and Dr. Mathias’ remuneration from that date onwards.
Employees’ involvement in the Group's performance is encouraged. All eligible employees may participate
in discretionary bonus schemes. The Group aims to provide a competitive remuneration package which is
appropriate to promote the long term success of the Group and to apply the 2024 Policy fairly and consistently
to attract and motivate employees. Where possible, the Group also encourages employee share ownership
through a number of share plans that allow employees to benefit from the Group's success. The Group
considers the median pay ratio to be consistent with the Group's wider policies on employee pay, reward
and progression.
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Financial Year
Method
25th percentile
pay ratio Median pay ratio
75th percentile
pay ratio
2019 Option A 1:42 1:32 1:24
2020 Option A 1:40 1:30 1:23
2021 Option A 1:59 1:44 1:32
2022 Option A 1:6 1:5 1:4
2023
1
Option A 1:17 1:13 1:9
2024 Option A 1:31 1:22 1:17
2025 Option A 1:50 1:36 1:27
1
As explained in the 2023 Directors' Remuneration Report, Dr. Doliveux waived his additional fee in respect of 2022. The 2022 ratios have been restated accordingly.
Pay details for the individuals are set out below:
Financial Year CEO 25th percentile Median 75th percentile
2019
Salary £'000 410 26 35 45
Remuneration
£'000 1,220 29 38 50
2020
Salary £'000 431 28 37 47
Remuneration
£'000 1,258 31 42 55
2021
Salary £'000 455 27 36 50
Remuneration
£'000 1,828 31 42 57
2022
Salary £'000 225 31 40 54
Remuneration
£'000 312 36 46 62
2023
Salary £'000 511 32 42 68
Remuneration
£'000 582 35 46 63
2024
Salary £'000 610 31 43 58
Remuneration
£'000 1,111 35 50 66
2025
Salary £'000 644 32 45 62
Remuneration
£'000 1,870 37 52 70
Relative importance of spend on pay
The following chart illustrates the spend on employee remuneration compared with the Group's key cash
measures. Since the Group does not make dividend or other distributions, these have not been included in
the table.
The Group's key cash measures were chosen by the Directors because they illustrate very clearly the
importance of employee remuneration as a fundamental element of operational spend and activities, as well
as the continued investment of the business in its people. The key cash measure amounts can be found in the
Financial review section of this Annual report and accounts and were identified as being:
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
106 Directors' Remuneration Report (Continued)
£m
180
135
90
45
0
(45)
(90)
Revenues
Net cash inflow/(burn)
Non-payroll costs
Staff pay
Cash consumed in operations
2023
2024
2025
Explanations for the year-on-year movements in the key cash measures are provided in the Financial Review
on pages 16-26 (Staff pay and Non-payroll costs, Cash generated from/(used in) operations and Net cash
inflow/(burn) and Cash revenues).
Approach to Directors’ Remuneration in 2026
The Company's approach to Directors’ Remuneration in 2026 is set out in the statement from Chair of the
Remuneration Committee on pages 90-93 and "Remuneration at a Glance" section on page 94.
Statement of voting at AGM
At the 2025 AGM, the 2024 Directors’ Remuneration Report was approved by shareholders as follows:
Resolution Votes for (including
discretionary)
% for Votes against % against Total votes
cast (excluding
votes withheld)
Votes withheld
(abstentions)
Approval of the Directors’
Remuneration Report
71,581,194 91.65% 6,517,342 8.35% 78,098,536 253,574
At the 2024 AGM, the 2024 Directors’ Remuneration Policy was approved by shareholders as follows:
Resolution Votes for (including
discretionary)
% for Votes against % against Total votes
cast (excluding
votes withheld)
Votes withheld
(abstentions)
Approval of the Directors’
Remuneration Policy
70,899,498 97.67% 1,691,080 2.33% 72,590,578 500,151
Advisers to the Remuneration Committee
Deloitte LLP (Deloitte) acted as adviser to the Remuneration Committee during 2025. Deloitte was appointed
by the Remuneration Committee based on its expertise in remuneration matters and is a founding member of
the Remuneration Consultants Group and adheres to its Code of Conduct in relation to Executive remuneration
consulting in the UK. Deloitte’s fees for advice to the Remuneration Committee during 2025 were £59,000 plus
VAT. The advice received from Deloitte was both objective and independent. Deloitte also advised the Group on
below Board remuneration, on the design and operation of its share plans and other incentive arrangements, on
corporate tax and related matters, on transfer pricing, on the tax and social security treatment of internationally
mobile employees and the tax and social security treatment of non-UK resident Directors during 2025.
The Remuneration Committee reviewed the potential conflicts of interest and the safeguards against them
and is satisfied that Deloitte does not have any such interests or connections with the Group that may
impair independence.
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Introduction to the 2024 Directors’ Remuneration Policy
We have included below the parts of the 2024 Directors' Remuneration Policy that we think shareholders will
find most useful, but with the table of service contracts updated to reflect the current circumstances and
certain date specific references updated. The full 2024 Directors' Remuneration Policy as approved at the AGM
on 24 June 2024 is included in the Company’s Directors’ Remuneration Report for the year ended 31 December
2023, which is available on the Company’s website at www.oxb.com.
Directors’ Remuneration Policy
Policy table
Component
and purpose
Operation Maximum potential Performance targets
and metrics
Executive Directors
Base salary
To provide a base
salary which is
sufficient to attract
and retain Executive
Directors of a
suitable calibre.
Base salaries are normally reviewed annually
taking into account a number of factors which
may include (but are not limited to):
• underlying Group performance;
• role, experience and individual performance;
• competitive salary levels and market
forces; and
• pay and conditions elsewhere in the Group.
Any changes are normally effective from
1 January.
While there is no maximum salary,
increases will normally be within or below
the range of salary increase awarded
(in percentage of salary terms) to other
employees in the Group.
Higher salary increases may be awarded
in appropriate circumstances, such as, but
not limited to:
• where an Executive Director has been
promoted or has had a change in
scope or responsibility;
• to take account of competitive salary
levels and market forces;
• to reflect an individual's development
or performance in role;
• where there has been a change in
market practice; or
• where there has been a change in size
and/or complexity of the business.
Such increases may be implemented over
such time period as the Remuneration
Committee deems appropriate.
While no formal performance
conditions apply, an
individual's performance
in role is taken into
account in determining any
salary increase.
Benefits
To provide benefits
on a market
competitive basis.
Benefits may include medical insurance
(including for the Executive Director's spouse
or partner and dependants), life assurance,
permanent health insurance, provision of a
company car or a car allowance, assistance with
the preparation of tax returns, tax equalisation
arrangements, other benefits consistent with
those typically offered in their country of
residence and other appropriate benefits
determined by the Remuneration Committee.
Additional benefits or allowances may be
provided based on individual circumstances,
including the location of the Executive Director.
These may include, for example, travel expenses.
There is no predetermined maximum but
the totals are reviewed annually by the
Remuneration Committee.
Not applicable.
Retirement benefits
To provide funding
for retirement.
The Group operates a defined contribution
scheme for all employees, including
Executive Directors.
Executive Directors are permitted to take a
cash supplement instead of some or all of
the contributions to a pension plan. Non-
UK national Executive Directors are permitted
to participate in home country pension
arrangements where appropriate.
A maximum employer contribution
or cash supplement (or combination
thereof) not exceeding the contribution
available to the wider workforce
as determined by the Remuneration
Committee (currently 7.5% in the UK).
Not applicable.
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Component
and purpose
Operation Maximum potential Performance targets
and metrics
Sharesave scheme
To create alignment
with the Group and
promote a sense
of ownership.
Executive Directors are entitled to participate
in a tax qualifying all employee Sharesave
scheme under which they may make monthly
savings contributions over a period determined
in accordance with the applicable legislation
and which are linked to the grant of an option
over the Company's shares with an option price
which can be at a discount of up to 20% to the
market value of shares at grant (or such other
discount as may be permitted by the applicable
legislation from time to time).
Executive Directors will be able to participate on
the same basis as other qualifying employees in
any other all-employee share scheme adopted
by the Group.
For the Sharesave scheme, participation
limits and the level of discount permitted
in setting the exercise price are
determined in accordance with the
applicable legislation from time to time.
For any other all-employee share
plan, the maximum will be determined
in accordance with the plan rules
and will be the same as for other
qualifying employees.
Not subject to performance
measures in line with
usual practice.
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Component
and purpose
Operation Maximum potential Performance targets
and metrics
Annual bonus
To incentivise
and reward
delivery of the
Group's objectives.
Delivery of part of
the bonus as a
deferred bonus
award aligns the
incentive package
with shareholders’
interests.
Bonus targets and measures are typically
reviewed annually and any pay-out is
determined by the Remuneration Committee
after the year end.
The Remuneration Committee has discretion
to amend the pay-out should: (1)
any potential pay-out not reflect the
Remuneration Committee's assessment of
overall performance; (2) any potential pay-out
be inappropriate in the context of circumstances
that were unexpected or unforeseen at the start
of the performance period; or (3) there be any
other reason why an amendment is appropriate.
Bonus Deferral
The extent of the deferral of bonus
will ordinarily depend upon achievement
against the Company's In-Service Share
Ownership Guideline.
• If an Executive Director has not
met the Company's In-Service Share
Ownership Guideline as determined by the
Remuneration Committee, ordinarily 50% of
the bonus will be delivered as a deferred
bonus award.
• If an Executive Director has met the
In-Service Share Ownership Guideline
as determined by the Remuneration
Committee, ordinarily 25% of the bonus will
be delivered as a deferred bonus award.
The Remuneration Committee may permit or
require the deferral of a greater proportion of
any bonus earned.
Any bonus not delivered as a deferred bonus
award will be paid in cash.
Deferred bonus awards ordinarily vest in three
equal instalments on the first, second and
third anniversaries of the award. The deferred
bonus awards are not subject to further
performance targets.
Dividend Equivalents Additional shares may be
awarded in respect of shares subject to deferred
bonus awards to reflect the value of dividends
over the deferral period. These dividend
equivalents may assume the reinvestment of
dividends into shares on such basis as the
Remuneration Committee determines.
Recovery provisions apply as
summarised below.
The usual target annual bonus
opportunity is 75% of base salary
and the usual maximum annual bonus
opportunity is 150% of base salary
(2x target).
In exceptional circumstances, the target
annual bonus opportunity may be
increased to up to 100% of base
salary and the maximum annual bonus
opportunity is to up to 200% of base
salary (2x a target bonus of 100% of base
salary). These exceptional circumstances
are: (1) to facilitate the recruitment of a
new Executive Director; and (2) in the
event of a significant increase in the size
and complexity of the business.
The performance metrics
may be based on
financial and/or non-financial
objectives (which may
include leading performance
indicators, ESG metrics and
individual objectives). At
least 50% of the bonus
opportunity will be based on
financial measures. Metrics
and targets are set by the
Remuneration Committee
taking into account the
strategic needs of the
business. Financial objectives
are typically assessed over a
financial year, but may be
assessed over part of the year.
Subject to the Remuneration
Committee's discretion to
amend the pay-out, for
financial metrics, up to 50%
of the target (up to 25%
of the maximum) which
may be earned for a metric
is earned for threshold
performance, rising to 100%
of the target amount (50%
of the maximum) for on-
target performance and to 2x
the target amount (100% of
the maximum) for meeting
or exceeding the maximum
level of performance. For
non-financial objectives, the
bonus will be earned
between 0% and 100%
based on the Remuneration
Committee's assessment of
the extent to which the
objective has been achieved.
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110 Directors' Remuneration Report (Continued)
Component
and purpose
Operation Maximum potential Performance targets
and metrics
Long
Term Incentives
To enhance
shareholder
alignment by
providing Executive
Directors with
longer term
interests in shares
whilst requiring
challenging
performance before
the awards vest.
At the discretion of the Remuneration
Committee, grants of nil or nominal cost shares
awards (Performance Shares Awards) which vest
subject to the achievement of performance
targets, typically assessed over a three-year
performance period.
Holding period Vested shares will be subject
to a holding period of two years after vesting
before they are “released”. The holding period
will be structured either on the basis that: (1)
the Executive Director is not entitled to acquire
shares until the end of it; or (2) the Executive
Director is entitled to acquire shares following
vesting but that (other than as regards sales
to cover tax liabilities and any exercise price)
the Executive Director is not able to dispose of
those shares until the end of it.
Dividend equivalents Additional shares may be
awarded in respect of any Performance Shares
Award to reflect the value of dividends over the
period between the grant and the date on which
the Executive Director is first able to acquire
the vested shares. These dividend equivalents
may assume the reinvestment of dividends into
shares on such basis as the Remuneration
Committee determines.
Recovery provisions apply as
summarised below.
The maximum Performance Shares
Award is:
• Up to 175% of base salary in respect
of a financial year for an Executive
Director other than the CEO; and
• Up to 200% of base salary in respect of
a financial year for the CEO.
In exceptional circumstances, the
maximum Performance Shares Award
in respect of a financial year may be
increased to up to 400% of base salary for
any Executive Director. These exceptional
circumstances are: (1) to facilitate the
recruitment of a new Executive Director;
and (2) in the event of a significant
increase in the size and complexity of
the business.
Performance conditions will
be based on financial
measures and/or the
achievement of non-
financial objectives (which
may include leading
performance indicators and
ESG metrics). Financial
measures may include
(but are not limited to)
share price, shareholder
return, EBITDA and revenue
measures. The weighting of
measures and objectives will
be determined in respect
of each grant by the
Remuneration Committee.
The Remuneration
Committee has discretion
to amend the formulaic
vesting outturn should: (1)
any formulaic output not
reflect the Remuneration
Committee's assessment of
overall performance; (2)
any formulaic output be
inappropriate in the context
of circumstances that were
unexpected or unforeseen at
the date of grant; or (3) there
be any other reason why an
amendment is appropriate.
Subject to the Remuneration
Committee's discretion to
amend the formulaic vesting
outturn, for the achievement
of threshold performance
in respect of a financial
measure, up to 25%
of the award will vest
rising to 100% of the
award vesting for achieving
or exceeding maximum
performance; for below
threshold performance, none
of the award will vest.
For non-financial measures,
vesting will be determined
between 0% and 100%
depending upon the
Remuneration Committee's
assessment of the extent
to which the measure has
been achieved.
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Notes to the Policy table
Recovery provisions
The annual bonus and long term incentive awards are subject to malus and clawback provisions as follows:
Annual bonus
For up to two years following the payment of an annual bonus award, the Remuneration Committee may
require the repayment of some or all of the cash award in the relevant circumstances (clawback). Deferred
bonus awards which have not yet vested may be cancelled or reduced in the relevant circumstances (malus).
For up to one year following the first instalment of a deferred bonus award vesting, the Remuneration
Committee may require the repayment of some or all of the shares acquired pursuant to the deferred bonus
award in the relevant circumstances (clawback).
Long term incentive awards
The Remuneration Committee has the right to reduce, cancel or impose further conditions on unvested awards
in the relevant circumstances (malus). For up to two years following the vesting of a long term incentive
award the Remuneration Committee may require the repayment of some or all of the award in the relevant
circumstances (clawback).
Circumstances in which malus and/or clawback may be applied.
Malus or clawback may be applied in the event of:
• A material misstatement of the Group's financial results.
• An error in the information or assumptions on which the award was granted or vests including an error in
assessing any applicable performance conditions.
• A material failure of risk management by the Group.
• Serious reputational damage to the Group.
• Material misconduct on the part of the participant.
• Material corporate failure.
Share ownership guidelines
To align Executive Directors with shareholders and provide an ongoing incentive for continued performance,
the Remuneration Committee has adopted formal share ownership guidelines, which apply both during
and after employment. The Remuneration Committee retains discretion to vary these provisions in
exceptional circumstances.
In-Service Share Ownership Guideline
Executive Directors are required to build and maintain a minimum level of shareholding equal to their normal
annual LTIP opportunity. Executive Directors will be required to retain half of any post-tax (and if relevant, post
exercise price) awards which vest under the long term incentive plans and half of any post-tax shares which
vest under a deferred bonus award, until the share ownership guideline has been satisfied. Shares which are fully
owned with no outstanding vesting criteria count towards the share ownership guideline together with shares
subject to deferred bonus awards and shares subject to Performance Shares Awards which have vested but
which are in a holding period (in each case, on a net of tax basis).
Post-Employment Share Ownership Requirement
Shares are subject to this requirement only if they are acquired from long term incentive or deferred bonus
awards granted after 1 January 2019. Following employment, an Executive Director must retain such of the
relevant shares as have a value at cessation equal to their in-service share ownership requirement, with the
required holding tapering to zero over a two-year period. If the Executive Director holds less than the required
number of relevant shares at any time, they will be required to retain all of those shares.
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
112 Directors' Remuneration Report (Continued)
Component
and purpose
Operation Maximum potential
Non-
Executive Directors
Non-Executive
Directors’ fees
and benefits
To compensate Non-
Executive Directors
for their services to
the Group.
The Chair's fees are set by the
Remuneration Committee.
The fees of other Non-Executive Directors are
determined by the Board.
The Chair and Non-Executive Directors may be eligible
to receive benefits such as the use of secretarial
support, assistance with the preparation of tax returns,
or other benefits that may be appropriate.
Travel and accommodation expenses in connection
with attendance by the Chair and Non-Executive
Directors at relevant meetings (and any tax thereon) are
paid by the Company.
The Chair and Non-Executive Directors do not
participate in any of the Group's incentive plans and do
not receive pension contributions.
There is no overall maximum, but fees are set taking
into account the responsibilities of the role, expected time
commitment and market competitive fee levels.
Fees may be structured on the basis of a base fee with
additional fees for one or more of the following: (1) chairing
a Board Committee; (2) being a member of a Board Committee;
(3) holding the position of Vice Chair or Senior Independent
Director (or any other relevant role); (4) having regard to the
additional time commitments associated with the fulfilment
of their role by a Non-Executive Director taking into account
their location.
A proportion of the fees may be subject to a requirement that
the after-tax amount will be applied in the acquisition of shares
at market value which must be retained for a specified period.
Service contracts and policy on payment for loss of office
The Company's policy is for Executive Directors’ service contracts to have a notice period of up to 12
months. Non-Executive Directors are engaged on initial three year contracts and thereafter on one-year rolling
contracts subject to annual re-election by shareholders. Details of the notice periods in the Executive Directors’
service contracts and in the Non-Executive Directors’ letters of appointment are set out below.
Service contracts Date of appointment Notice period
Dr. Frank Mathias 27 March 2023 12 months
Dr. Lucinda Crabtree 2 September 2024 12 months
Letters of appointment Date of appointment Notice period
Dr. Roch Doliveux 24 June 2020 3 months
Peter Soelkner 15 March 2024 3 months
Professor Dame Kay Davies 1 March 2021 3 months
Colin Bond 1 January 2025 3 months
Laurence Espinasse 24 July 2024 3 months
Namrata Patel 13 April 2022 3 months
Dr. Heather Preston 15 March 2018 3 months
All Directors are subject to re-election by shareholders on an annual basis.
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Directors' Report
For the year ended 31 December 2025
The Directors present their Annual report and audited parent company and consolidated financial statements
(Annual report and accounts) for the year ended 31 December 2025 as set out on pages 120-187. This report
should be read in conjunction with the Corporate Governance Report on pages 67-119. Discussions regarding
financial information contained in this Annual report and accounts may contain forward-looking statements
with respect to certain plans, current goals and expectations relating to the future financial condition, business
performance and results of the Group and the Company. By their nature, all forward-looking statements involve
risk and uncertainty because they relate to future events and circumstances that are beyond the control of the
Group and the Company. As a result, readers are cautioned that the actual future financial condition, business
performance and results of the Group may differ materially from the plans, goals and expectations expressed or
implied in such forward-looking statements.
Strategic Report
The Strategic report, including the outlook for 2026, is set out on pages 1-66. The Directors consider that
the Annual report and accounts, taken as a whole, are fair, balanced and understandable. In reaching this
conclusion, the Audit Committee initially discussed the requirements with the Group's auditors when discussing
the strategy for the 2025 audit and the full Board have had an opportunity to review and comment on the
contents of the Annual report and accounts. Since the Board met 6 times for routine meetings in 2025 and, in
addition, the Board (or an appointed sub‑committee) met on 14 other occasions to consider specific ad hoc
matters, the Directors consider that they are sufficiently well informed to be able to make this judgement.
Key Financial and Non-Financial Performance Indicators (KPIs)
The KPIs are outlined in the Financial review section set out on page 18.
Corporate Governance
The Group's statement on corporate governance is included in the Corporate Governance Report on pages
67-119, which forms part of this Directors’ Report.
Risk Management
The Group's exposure to risks is set out on pages 58-66 (Principal risks, uncertainties and risk management
framework) and on page 142 (note 3: Financial risk management).
Dividends
The Directors do not recommend payment of a dividend (2024: £nil).
Political donations and expenditure
The Group did not make any political donations during the year.
Directors
Details of the Directors of the Company who were in office during the year and up to the date of signing
the financial statements are detailed on pages 70-72. The contracts of employment of the Executive Directors
are each subject to a twelve month notice period. The Directors’ remuneration and their interests in the share
capital of the Company as at 31 December 2025 are disclosed in the Directors’ Remuneration Report set out on
pages 101-107.
Appointment and replacement of Directors
Directors may be appointed by an ordinary resolution at any general meeting of shareholders, or may be
appointed by the existing Directors, provided that any Director so appointed shall retire at the next AGM
and may offer themselves for re-election. In order to ensure that the Company complies with the UK
Corporate Governance Code 2024 all Directors will retire at each AGM and may offer themselves for re-
election. Any Director may appoint another Director or another person approved by the other Directors as an
alternate Director.
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114 Directors' Report (Continued)
Directors’ third-party indemnity provision
The Group maintains a qualifying third-party indemnity insurance policy to provide cover for legal action against
its Directors. This was in force throughout 2025 and will remain in place at the date of this report.
Share capital
Structure of the Company's capital
At 31 December 2025, the Company had 120,752,962 ordinary shares of £0.50 each in issue, all allotted and
fully paid. The shares have attached to them full voting, dividend and capital distribution rights (including on
a winding up). The shares do not confer any rights of redemption. There are no restrictions on the transfer
of shares in the Company or on voting rights. All shares are admitted to the Equity Shares (Commercial
Companies) (ESCC) category of the Official List of the Financial Conduct Authority and to trading on the
London Stock Exchange's Main Market for listed securities.
Rights to issue and buy back shares
Each year at the AGM, the Directors seek rights to allot shares. The authority, when granted, lasts for 15 months
or until the conclusion of the next AGM if sooner. At the last AGM held at the Group's offices on 11 June
2025, authority was given to allot up to an aggregate maximum nominal amount of £17,664,643 (that number
being approximately one-third of the total issued share capital of the Company at the time), subject to the
normal pre-emption rights reserved to shareholders contained in the Companies Act 2006 and to further allot
up to an aggregate maximum nominal amount of £17,664,643, solely in a rights issue. Authority was also given,
subject to certain conditions, to waive pre-emption rights over up to a maximum aggregate nominal value
of £5,299,923, equivalent to 10% of the Company's issued ordinary share capital at the time for cash and
an additional authority was also given to waive pre-emption rights over up to a further maximum aggregate
nominal value of £5,299,923, equivalent to 10% of the Company's issued ordinary share capital at the time for
use in connection with an acquisition or specified capital investment announced contemporaneously with the
issue, or that has taken place in the 12-month period preceding the announcement of the issue. No rights have
been granted to the Directors to buy back shares.
Substantial shareholdings
At 31 December 2025, the Company had been notified of the following shareholdings amounting to 3% or more
of the ordinary share capital of the Company.
Shareholder Number of ordinary shares Percentage of issued share capital
Briarwood Chase Management 18,638,801 15.44
Novo Holdings A/S 13,457,597 11.14
Institut Mérieux SA 13,018,738 10.78
Vulpes Investment Management 8,655,047 7.17
M&G Investments 6,000,559 4.97
Aberdeen plc 5,033,601 4.17
Ameriprise Financial 4,264,709 3.53
Blackrock Inc 3,992,447 3.31
Serum Life Sciences Limited 3,771,098 3.12
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
115
Strategic reportCorporate GovernanceFinancial statementsOther information
At 13 March 2026 , the latest practicable date prior to approval of the Directors’ Report, the Company had been
notified of the following shareholdings amounting to 3% or more of the ordinary share capital of the Company.
Shareholder Number of ordinary shares Percentage of issued share capital
Briarwood Chase Management 18,638,801 15.42
Novo Holdings A/S 13,457,597 11.13
Institut Mérieux SA 13,018,738 10.77
Vulpes Investment Management 8,655,047 7.16
M&G Investments 5,731,817 4.74
Columbia Threadneedle Investments 3,875,519 3.21
Serum Life Sciences Limited 3,771,098 3.12
No person holds shares carrying special rights with regard to control of the Company.
Research and development
The Group's strategy is centred on being a global quality and innovation-led CDMO in cell and gene therapy.
Research and development activities are therefore focussed on making improvements to platforms and
automation where possible.
Statement of employee engagement
Workforce Engagement Panel (WEP)
To further enhance the level of engagement that the Board and CET have with the workforce and to enable
employees to raise and discuss issues of importance, OXB’s WEP met regularly in 2025. With representation
across all levels and functions in the UK, the US and France, WEP members liaise with their colleagues to
identify topics that should be brought to the attention of the Board and the CET. Employees are also able to
post comments on the WEP online feedback portal, which are collated and actioned accordingly. Two WEP
meetings during the year were attended by Professor Dame Kay Davies, the Senior Independent Director to
ensure that direct employee feedback was received by the Board and to facilitate two-way communication
between the Board and employees, with the aim of improving Board decision-making. During the year, the
Chair and Deputy Chair of the WEP presented to the Board on two occasions, providing an update on the topics
discussed by the WEP, allowing an opportunity for the Board to ask questions regarding the WEP's activities.
Highlights from the January 2025 WEP meeting included a presentation from the Site Head of UK Operations
outlining the strategy to meet the anticipated workload for the year ahead. Central to this strategy
was the implementation of an Operational Excellence programme to drive continuous improvement and
improve efficiency.
In March 2025, Professor Dame Davies delivered an update from the Board highlighting OXB's successful
transition into a pure-play CDMO as well as the formal establishment of the ITEB to oversee strategic
advancements in innovation. In addition, the WEP were updated on people goals and staff development
opportunities for 2025 with a focus on career development pathways.
In June 2025, the WEP discussed items raised through the feedback channels including the request for further
clarity regarding career development, learning and workload. Positive feedback was noted regarding initiatives
such as the quarterly Group-wide newsletter and fortnightly marketing newsletter, the sharing of patient stories
and client updates as well as the roll out of the 30,000 km challenge, which successfully brought different
global teams together.
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
116 Directors' Report (Continued)
In September 2025, the global grading and competency framework, along with the proposed launch plan
was shared with the WEP.New management development workshops designed to support and build manager
capability were also discussed.
In October 2025, the CEO and the CPO attended the WEP meeting to provide an update on OXB's interim
results and to answer any questions. In addition, an update on the Executive pay review detailing the framework,
governance and components that OXB uses to ensure transparency and compliance with UK legislation
was presented.
In December 2025, employee pulse survey results were presented and further engagement activities in 2026
discussed. The WEP was joined by Professor Dame Davies who delivered an overview from the Board on
OXB's performance in 2025. She passed on the Board's gratitude to employees for their contributions to
OXB's performance and the difference their work makes to patients. She outlined the opportunities the recent
acquisition of the Durham, NC facility offers employees ranging from cross-site collaboration and career
growth through to advanced training, expanded technologies and larger commercial programmes, creating a
more integrated workforce.
Statement on employment of disabled persons
The Group gives full and fair consideration to all applications for employment from disabled persons, having
regard to their aptitudes and abilities. The Group has policies in place to support disabled people throughout
their employment and assesses all applicants and employees objectively against the requirements of the role
and will make reasonable adjustments where necessary to enable disabled persons to succeed.
The Group is also committed to providing continuing employment, appropriate adjustments, and ongoing
support for any employee who becomes disabled during their service.
Employee share schemes
All employees who have completed probation are eligible to participate in discretionary bonus schemes. The
Save as You Earn Scheme is an all-employee share option scheme which is open to all UK-based employees
who have completed their probation.
The Group had established an Employee Benefit Trust (EBT) to hold shares purchased for settling awards
granted to Executive Directors and other senior managers under the 2013 Deferred Bonus Plan (DBP). The EBT
also administers the 2015 and 2024 LTIP and 2015 and 2024 DBP in as far as subscribing for and applying for
the share capital for nil cost options in the Company exercised by employees. Settlement of the funds occurs
through the Group. As at 31 December 2025, the EBT held 31,819 shares with a value of £6.17 each. At the end
of 2025, bonuses to CET with a value of £999,000 (2024: £451,000) vested and will be converted into nil cost
options during 2026. Refer to note 27 of the consolidated financial statements for further information.
Factoring stakeholder engagement into Board decisions
By thoroughly understanding the Group's key stakeholder groups, the Group can factor their needs and
concerns into Boardroom discussions. Further information on the Group's stakeholders can be found on pages
28-33 and in the Corporate Governance Report on pages 75-79. Stakeholder mapping was completed in
January 2025 and it was concluded that the current stakeholders remain relevant to the business.
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
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Strategic reportCorporate GovernanceFinancial statementsOther information
Financial instruments and related matters
Included in note 3, on pages 142-144, are the Group's financial risk factors and policies and an indication of
the Group's exposure to certain risks. Those elements form part of this Annual report and accounts and are
incorporated by reference.
Agreements that take effect, alter, or terminate because of a takeover bid or on change
of control
There are a number of agreements, to which OXB are a party, which alter or terminate upon a change a of
control of the Company following a takeover bid, principally the Oaktree loan facility and employee share plans.
There are no agreements between the Company and its Directors or employees that provide for compensation
upon loss of office or employment that occurs in the event of a takeover bid.
Going Concern
Details of Going Concern are included in the Financial Review section of the Strategic report on pages 16-26.
Viability Statement
Details of Viability Statement are included in the Financial Review section of the Strategic report on
pages 16-26.
Amendment of the Company's articles of association
Amendment of the Company's articles of association may be made by special resolution at a general meeting
of shareholders.
Compliance with UK Listing Rule 6.6.1R
The Directors have reviewed the requirements of UKLR 6.6.1R. The majority of these do not apply to the Group
but the following are applicable.
Listing Rule Information required Response
UKLR 6.6.1R (4)
and (5)
Arrangement under which a
Director has waived current or
future emoluments.
Robert Ghenchev, who stepped down from the Board on 20 October 2025 following his
departure from Novo, received no fees for his services as a Director (page 97).
Laurence Espinasse, the Institut Mérieux representative director elected to receive no fees for
her services as a Director (page 97).
UKLR 6.6.1R (6)
and (7)
Allotment of shares other than
to existing shareholders in
proportion to holdings.
Allotment of shares on exercise of options by employees under approved share schemes (note
27, pages 164-166).
During 2025 as a result of the equity raise, a total of 13,921,114 new Ordinary Shares of £0.50
each were issued at a price of £4.31 per share.
The equity financing raised gross proceeds of approximately £60million. (note 13, page 151).
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
118 Directors' Report (Continued)
Statement of Directors’ responsibilities in respect of the Annual report and accounts
The Directors are responsible for preparing the Annual report and accounts in accordance with applicable law
and regulations.
Company law requires the Directors to prepare financial statements for each financial year. Under that law,
the Directors have prepared the Group and the Company financial statements in accordance with UK-adopted
international accounting standards.
Under Company law, the Directors must not approve the financial statements unless they are satisfied that they
give a true and fair view of the state of affairs of the Group and the Company and of the Group's profit or loss
for that period.
In preparing financial statements, the Directors are required to:
• Select suitable accounting policies and then apply them consistently.
• State whether applicable UK-adopted international accounting standards have been followed, subject to any
material departures disclosed and explained in the financial statements.
• Make judgements and accounting estimates that are reasonable and prudent.
• Prepare the financial statements on the going concern basis unless it is inappropriate to presume that the
Group and the Company will continue in business.
The Directors are responsible for safeguarding the assets of the Group and the Company and hence for taking
reasonable steps for the prevention and detection of fraud and other irregularities.
The Directors are also responsible for keeping adequate accounting records that are sufficient to show and
explain the Group's and the Company's transactions and disclose with reasonable accuracy at any time the
financial position of the Group and the Company and enable them to ensure that the financial statements and
the Directors’ Remuneration Report comply with the Companies Act 2006.
The Directors are responsible for the maintenance and integrity of the Company's website. Legislation in
the UK governing the preparation and dissemination of financial statements may differ from legislation in
other jurisdictions.
Directors' confirmations
Each of the Directors, whose names and functions are listed in the Strategic Report, confirm that, to the best of
their knowledge:
• The Group and the Company financial statements, which have been prepared in accordance with the UK-
adopted international accounting standards, give a true and fair view of the assets, liabilities and financial
position of the Group and the Company and of the loss of the Group.
• The Strategic Report includes a fair review of the development and performance of the business and the
position of the Group and the Company, together with a description of the principal risks and uncertainties
that they face.
In the case of each Director in office at the date the Directors’ report is approved:
• So far as the Director is aware, there is no relevant audit information of which the Group's and the Company's
auditors are unaware.
• They have taken all the steps that they ought to have taken as a Director in order to make themselves aware
of any relevant audit information and to establish that the Group's and the Company's auditors are aware of
that information.
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
119
Strategic reportCorporate GovernanceFinancial statementsOther information
Independent auditors
A resolution concerning the re-appointment of PricewaterhouseCoopers LLP will be proposed at the
Company's A
GM in May 2026.
Greenhouse gas emissions report
Details on greenhouse gas emissions are set out in the ESG Report in the Strategic Report on page 38-48.
Statement of engagement with suppliers, clients and others
The statement of how the Directors have engaged with suppliers, clients and others is described in the Group's
Stakeholders section of the Corporate Governance Report on pages 28-33, with a working example in action
on pages 34-35.
Annual General Meeting (AGM)
The AGM will be held on Thursday 7 May 2026 at the Group's registered office at Windrush Court, Transport
Way, Oxford, OX4 6LT. The Group encourages shareholders to attend the AGM in person and vote by proxy.
On behalf of the Board
Dr. Lucinda Crabtree
Director
26 March 2026
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
120
CONTENTS
Financial statements
Consolidated Statement of Comprehensive Income
121
Consolidated and Company Statements of
Financial Position
122
Consolidated and Company Statements of Cash Flows
123
Consolidated Statement of Changes in Equity
124
Company Statement of Changes in Equity Attributable to
Owners of the Parent
125
Notes to the Financial Information
126
Independent auditors' report to the members of Oxford
Biomedica plc
176
Oxford Biomedica PLC | Annual Report and Accounts 2025 | Financial statements
121
Strategic reportCorporate GovernanceFinancial statementsOther information
Consolidated Statement of Comprehensive Income
for the year ended 31 December 2025
Dec-25 | Dec-24 | ||
| Notes | £'000 | £'000 | |
| Continuing operations | |||
| Revenue | 4 | ||
Cost of sales | ( | ( | |
Gross profit | |||
Operating costs | ( | ( | |
Innovation costs | ( | ( | |
Commercial costs | ( | ( | |
Administration expenses | ( | ( | |
| Other operating income | 4 | ||
| Gain on bargain purchase | 4 | ||
Loss on sale and leaseback | ( | ||
Operating loss | ( | ( | |
| Finance income | 6 | ||
| Finance costs | 6 | ( | ( |
Loss before tax | ( | ( | |
| Taxation expense | 8 | ( | |
Loss for the period | ( | ( | |
| Other comprehensive expense | |||
Gain on hedged instruments | |||
Foreign currency translation differences | ( | ( | |
Other comprehensive expense | ( | ( | |
Total comprehensive expense | ( | ( | |
| Loss attributable to: | |||
Owners of the Company | ( | ( | |
| Non-controlling interest | 35 | ( | ( |
( | ( | ||
| Total comprehensive expense attributable to: | |||
Owners of the Company | ( | ( | |
| Non-controlling interest | 35 | ( | ( |
( | ( | ||
| Basic and Diluted (loss) per ordinary share | 9 | ( | ( |
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
122
Consolidated and Company Statements of Financial Position
As at 31 December 2025 03252665 )
Group | Company | ||||
Dec-25 | Dec-24 | Dec-25 | Dec-24 | ||
| Notes | £'000 | £'000 | £'000 | £'000 | |
| Assets | |||||
| Non-current assets | |||||
| Intangible assets & goodwill | 11 | - | - | ||
| Property, plant and equipment | 12 | 30,436 | 33,342 | ||
| Investments in and loans to subsidiary undertakings | 13 | 279,015 | 243,560 | ||
| Trade and other receivables | 15 | - | - | ||
309,451 | 276,902 | ||||
| Current assets | |||||
| Inventories | 14 | - | - | ||
| Trade and other receivables | 15 | - | - | ||
| Derivative financial instruments | 21 | 19 | - | ||
| Cash and cash equivalents | 16 | 36,167 | 16,950 | ||
36,186 | 16,950 | ||||
| Current liabilities | |||||
| Trade and other payables | 17 | 163 | 268 | ||
| Provisions | 19 | - | - | ||
| Contract liabilities | 18 | - | - | ||
| Deferred income | 18 | - | - | ||
| Loans | 20 | - | - | ||
| Lease liabilities | 33 | 823 | 758 | ||
| Put/ call option liability | 22 | - | - | ||
986 | 1,026 | ||||
Net current assets | 35,200 | 15,924 | |||
| Non-current liabilities | |||||
| Provisions | 19 | 2,317 | 2,430 | ||
| Contract liabilities | 18 | - | - | ||
| Deferred income | 18 | - | - | ||
| Loans | 20 | 41,488 | 39,790 | ||
| Lease liabilities | 33 | 32,144 | 32,942 | ||
75,949 | 75,162 | ||||
Net assets | 268,702 | 217,664 | |||
| Equity attributable to owners of the parent | |||||
| Ordinary shares | 25 | 60,377 | 52,981 | ||
| Share premium account | 26 | 445,849 | 394,856 | ||
| Other reserves | 30 | 5,706 | 5,706 | ||
| Accumulated losses | 29 | ( | ( | (243,230) | (235,879) |
Equity attributable to owners of the Company | 268,702 | 217,664 | |||
| Non-controlling interest | 35 | - | - | ||
Total equity | 268,702 | 217,664 |
The Company made a loss for the year of £10 ,663 ,273 (2024: £12,810 , 000 ).
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
123
Strategic reportCorporate GovernanceFinancial statementsOther information
Consolidated and Company Statements of Cash Flows
for the year ended 31 December 2025
Group | Company | ||||
2025 | 2024 | 2025 | 2024 | ||
| Notes | £’000 | £’000 | £’000 | £’000 | |
| Cash flows from operating activities | |||||
| Cash (Consumed in)/generated from | 31 | ( | ( | 700 | (2,046) |
R&D tax credit received | - | - | |||
Net cash generated/(consumed in) from operating activities | ( | 700 | (2,046) | ||
| Cash flows from investing activities | |||||
Acquisition of subsidiary, net of cash acquired | ( | - | - | ||
| Purchases of property, plant and equipment | 12 | ( | ( | - | - |
Equity investment in subsidiary | (17,135) | - | |||
Loans (to)/from subsidiary | (18,322) | 9,142 | |||
| Interest received | 6 | 560 | - | ||
Net cash (used in)/generated from investing activities | ( | (34,897) | 9,142 | ||
| Cash flows from financing activities | |||||
| Proceeds from issue of ordinary share capital | 25 / 26 | 58,058 | 17,526 | ||
Acquisition without change in control | ( | - | - | ||
Interest paid | ( | ( | (4,583) | (4,090) | |
Loans repaid | ( | ( | (38,539) | - | |
New loans undertaken | 41,954 | - | |||
Payment of lease liabilities capital | ( | ( | (732) | (1,170) | |
Payment of lease liabilities interest | ( | ( | (2,742) | (2,330) | |
Net cash generated from financing activities | 53,416 | 9,936 | |||
Net Increase/(decrease) in cash and cash equivalents | ( | 19,219 | 17,032 | ||
| Cash and cash equivalents at 1 January | 16 | 16,950 | 47 | ||
Movement in foreign currency balances | ( | ( | - | (129) | |
| Cash and cash equivalents at 31 December | 16 | 36,169 | 16,950 |
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
124
Consolidated Statement of Changes in Equity
for the year ended 31 December 2025
| Reserves | |||||||||||
| Share | Non- | ||||||||||
| Ordinary | premium | Other | Cash flow | Accumulated | controlling | Total | |||||
| shares | account | Merger | Equity | Translation | Hedge | losses | Total | interest | equity | ||
| Group | Notes | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
At 1 January 2024 | ( | ( | |||||||||
Loss for period | ( | ( | ( | ( | |||||||
| Foreign currency | |||||||||||
translation differences | ( | ( | ( | ( | |||||||
Other comprehensive expense | ( | ( | ( | ( | |||||||
| Total comprehensive | |||||||||||
expense for the period | ( | ( | ( | ( | ( | ||||||
| Transactions | |||||||||||
| with owners: | |||||||||||
| Share options | |||||||||||
Proceeds from shares issued | ( | ||||||||||
Value of employee services | |||||||||||
Total contributions | |||||||||||
Changes in ownership interests: | |||||||||||
NCI recapitalisation | ( | ( | |||||||||
| Put / Call | |||||||||||
Option revaluation | |||||||||||
At 31 December 2024 | ( | ( | |||||||||
Loss for period | ( | ( | ( | ( | |||||||
| Foreign currency | |||||||||||
translation differences | ( | ( | ( | ||||||||
Gain on hedged instruments | |||||||||||
| Other comprehensive | |||||||||||
(expense)/income | ( | ( | ( | ||||||||
| Total comprehensive | |||||||||||
expense for the period | ( | ( | ( | ( | ( | ||||||
| Transactions | |||||||||||
| with owners: | |||||||||||
| Shares | |||||||||||
Proceeds from shares issued | 25,26 | ( | |||||||||
Value of employee services | 29 | ||||||||||
ESOP reserve | ( | ( | ( | ||||||||
Total contributions | ( | ||||||||||
Changes in ownership interests: | |||||||||||
| Acquisition of NCI | |||||||||||
| without a change | |||||||||||
in control | ( | ||||||||||
| Put / Call | |||||||||||
| Option revaluation | 30 | ||||||||||
At | ( | ( |
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
125
Strategic reportCorporate GovernanceFinancial statementsOther information
Company Statement of Changes in Equity Attributable to Owners of
the Parent
for the year ended 31 December 2025
Reserves
Ordinary
shares
Share
premium
account Merger Other Equity
Accumulated
losses Total
Company
Notes
£'000 £'000 £'000 £'000 £'000 £'000
At 1 January 2024 48,403 380,333 1,580 28,779 (253,534) 205,561
Loss for period - - - - (12,810) (12,810)
Total comprehensive expense for
the period - - - - (12,810) (12,810)
Transactions with owners:
Share options
Proceeds from shares issued
25,26
4,578 14,523 4,126 - (396) 22,831
Value of employee services
29
- - - 2,083 - 2,083
Total contributions 4,578 14,523 4,126 2,083 (396) 24,914
At 31 December 2024 52,981 394,856 5,706 30,862 (266,740) 217,665
Loss for period - - - - (10,663) (10,663)
Total comprehensive expense for
the period - - - - (10,663) (10,663)
Transactions with owners:
Shares
Proceeds from shares issued 7,396 50,993 - - (331) 58,058
Value of employee services - - - 3,642 - 3,642
Total contributions 7,396 50,993 - 3,642 (331) 61,700
At 31 December 2025 60,377 445,849 5,706 34,504 (277,734) 268,702
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
126
Notes to the Financial Information
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
127
Strategic reportCorporate GovernanceFinancial statementsOther information
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
128 Notes to the Financial Information (Continued)
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
129
Strategic reportCorporate GovernanceFinancial statementsOther information
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
130 Notes to the Financial Information (Continued)
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
131
Strategic reportCorporate GovernanceFinancial statementsOther information
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
132 Notes to the Financial Information (Continued)
Freehold property | 10% |
Leasehold improvements | 10% |
| (over remaining term of the lease if shorter) | |
Office equipment and computers | 20% - 33% |
Bioprocessing and laboratory equipment | 6.7% - 20% |
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
133
Strategic reportCorporate GovernanceFinancial statementsOther information
Goodwill | Goodwill arising on the acquisition of subsidiaries is measured at cost less accumulated impairment losses. |
| Developed | Developed technology acquired by the Group (see note 11) has a finite useful life. It is measured at cost less accumulated |
| technology | amortisation and any accumulated impairment losses. |
Patents | Patents have finite useful lives and are measured at cost less accumulated amortisation and any accumulated |
| impairment losses. | |
| Gain on | Negative goodwill arises only when, after recognising and measuring all identifiable assets acquired and liabilities assumed at |
| bargain purchase | their acquisition‑date fair values, the fair value of the net assets exceeds the total consideration transferred. |
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
134 Notes to the Financial Information (Continued)
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
135
Strategic reportCorporate GovernanceFinancial statementsOther information
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
136 Notes to the Financial Information (Continued)
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
137
Strategic reportCorporate GovernanceFinancial statementsOther information
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
138 Notes to the Financial Information (Continued)
2 Critical accounting judgements and estimates
In applying the Group's accounting policies, Management are required to make judgements and assumptions
concerning the future in a number of areas. Actual results may be different from those estimated using these
judgements and assumptions. The key sources of estimation uncertainty and the critical accounting judgements
that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities
within the next financial year are discussed below.
Key accounting matters
Judgements
Acquisition of facility in Durham, NC
The acquisition of a new facility in Durham, NC was completed in 2025. In accordance with IFRS 3 Business
Combinations, the acquisition of the site was deemed to be the acquisition of a business.
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
139
Strategic reportCorporate GovernanceFinancial statementsOther information
A business consists of inputs and processes applied to those inputs that have the ability to create outputs.
Included in the net assets acquired were items of property, plant and equipment, a right of use asset and
inventory, which represent inputs. The acquisition included an organised workforce with the necessary skills and
experience to provide the processes to be applied to the above inputs. Together, the inputs and processes have
the ability to provide outputs in the form of manufacturing and development services. As such, the Group has
made the judgement that the acquired Durham, NC facility represented a business and it has therefore been
accounted for in line with the requirements of IFRS 3. See note 36 for further details on the acquisition.
The Durham, NC facility forms part of the OXB US cash generating unit discussed within the estimations
section below. The activities at the two sites, within OXB US, do not independently generate cash flows and are
supported by the same support systems and functions.
Contract revenues: Identification of performance obligations, allocation of revenue and timing of
revenue recognition
The Group has identified three key areas of judgement within the collaboration agreements entered into
during the period. Firstly, in relation to the number of distinct performance obligations contained within each
collaboration agreement; secondly the fair value allocation of revenue to each performance obligation based
on its relative stand alone selling price; and thirdly the timing of revenue recognition based on the achievement
of the relevant performance obligation. The sales royalties contained within the collaboration agreements
qualify for the royalty exemption available under IFRS 15 and will only be recognised as the underlying sales are
made even though the performance obligation, in terms of the technology licence, has already been met.
The judgements with regards to the number of distinct performance obligations and the fair value allocation
of revenue to each performance obligation, based on relative stand alone selling price, takes place on a
contract-by-contract basis across numerous contracts entered into by the Group.
Procurement and storage services: revenue recognition
The Group has identified requirements within certain agreements that necessitate the procurement and storage
of key materials. In these cases, the Group has determined that there are two additional distinct performance
obligations; the procurement of the materials and their storage. These are contractual obligations which are
reportable to the clients.
On completion of the procurement activities, control is passed over to the client as the materials are quality
checked then segregated within Group premises and solely for the use of the specified client under the
contractual terms. The determination of the passing of control is a key judgement, which dictates the timing
of the revenue recognition, as at this point, revenue is recognised. The point of the passing of control has
been deemed as the point where the materials are segregated for sole use and checks are completed as this
completes the procurement service obligations.
Once control passes to the client, the storage services commence and revenue is recognised over time in
accordance with IFRS 15.
The Group has made a judgement that it considers itself to be the principal in such cases since:
• The Group is solely responsible for order, acceptance and testing inventories of the quantum required to
meet the client confirmed orders.
• The Group bears risk before the control of the materials are passed over to clients which includes the
completion of quality testing and compliance with regulatory requirements. These tasks are not deemed to
be solely trivial or administrative in nature and therefore the principal judgement is appropriate.
• Further, the Group negotiates the purchase price with suppliers of the materials and bears pricing risk as the
selling price is agreed and can only be renegotiated annually subject to breaching certain thresholds.
Estimations
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting
date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities
within the next financial year, are discussed below. The nature of estimation means that actual outcomes could
differ from those estimates.
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
140 Notes to the Financial Information (Continued)
Revenue recognition: Percentage of completion of manufacturing batch revenues
Manufacturing of clinical/commercial product for clients is recognised on a percentage of completion basis
over time as the processes are carried out. Progress is determined based on the achievement of verifiable
stages of the manufacturing process. Revenues are recognised on a percentage of completion basis and as
such require estimation in terms of the assessment of the correct stage of completion including the expected
costs of completion for that specific manufacturing batch. The value of the revenue recognised with regards to
the manufacturing batches which remain in progress at period end is £49.0 million. If the assessed percentage
of completion was 10 percentage points higher or lower, revenue recognised in the period would have been
£4.5 million higher or £6.0 million lower.
Revenue recognition: Percentage of completion of fixed price process development revenues
As it satisfies its performance obligations, the Group recognises revenue and the related contract asset with
regards to fixed price process development work packages. Revenues are recognised on a percentage of
completion basis and as such require estimation in terms of the assessment of the correct percentage of
completion for that specific process development work package. The value of the revenue recognised with
regards to the work packages which remain in progress at year end is £18.3 million. If the assessed percentage
of completion was 10 percentage points higher or lower, revenue recognised in the period would have been
£3.6 million higher or £3.3 million lower.
Revenue recognition: Provision for out of specification manufacturing batches
Manufacturing of clinical/commercial product for clients is recognised on a percentage of completion basis
over time as the processes are carried out. Progress is determined based on the achievement of verifiable stages
of the process.
As the Group has now been manufacturing product across a number of years and also in a commercial
capacity, the Group has assessed the need to include an estimate of bioprocessed product for which revenue
has previously been recognised and which may be reversed should the product go out of specification during
the remaining period over which the product is bioprocessed. In calculating this estimate the Group has looked
at historical rates of out of specification batches across the last three years and has applied the percentage of
out of specification batches to total batches produced across the assessed period to the revenue recognised
on batches which have not yet completed the manufacturing process at period end. The Group makes
specific provisions for product batches where it is considered that the average overall historical failure rate
does not adequately cover the perceived risk of revenue recognised on those specific batches having to be
subsequently reversed.
This estimate, based on the historical average percentage as well as certain specific provisions, may be
significantly higher or lower depending on the number of manufacturing batches actually going out of
specification in future. The estimate will increase or decrease based on the number of manufacturing batches
undertaken, the percentage of completion of those manufacturing batches and the number of batches which
go out of specification over the assessment period. If three additional batches failed during the year, this would
lead to a material variance on the estimate.
Consequently, manufacturing revenue of £2.2 million (31 December 2024: £1.3 million) has not been
recognised during the year ended 31 December 2025 with the corresponding credit to contract liabilities. This
revenue will be recognised as the batches complete manufacturing.
Fair value assumptions on assets acquired in business combinations
The Plant, Property and Equipment acquired as part of the business combination that completed in the year
have been uplifted to fair value. Fair value has been determined by undertaking a benchmarking exercise of
the assets against industry norms leading to an increase in the estimated useful lives of the acquired assets to
determine the fair value adjustments to the opening acquisition balance sheet.
Included within the opening acquisition balance sheet are a right-of-use-asset and lease liability in relation
to Durham, NC. The Group has measured the lease liability at the present value of future lease payments,
discounted using the incremental borrowing rate (IBR) applicable to the lease. Determining the IBR involves
judgement and has been identified as a key source of estimation uncertainty due to the sensitivity of the
amounts of the right-of-use-asset and lease liability within the opening acquisition balance sheet to changes in
this rate.
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The IBR was determined by reference to:
• The term and profile of the lease.
• The currency and country-specific financing conditions.
• The Group’s credit risk at the commencement date.
• Prevailing market borrowing rates for similar secured financing.
At the acquisition date, the lease liability and right of use for the Durham, NC facility were determined as
£40.3 million A 1% increase in the IBR would decrease the lease liability and right of use asset by £1.9 million. A
1% decrease in the IBR would increase the lease liability and right of use asset by £2.0 million. See note 36 for
further details on the acquisition.
At 31 December 2025, a 1% increase in the IBR used for the Durham, NC facility lease would decrease right of
use assets and lease liabilities by £1.8 million. A 1% decrease in the IBR would increase right of use assets by
£2.0 million and increase lease liabilities by £2.0 million. See note 33 for further details on leases.
Impairment assessment of OXB US and OXB France Cash Generating Units (CGUs)
OXB US and OXB France have been identified as separate CGUs of the business. Impairment triggers were
identified in both the CGUs as they did not fully deliver their annual budgets and accordingly, full CGU
impairment assessments have been performed as at 31 December 2025.
The recoverable amount of a CGU is deemed to be the higher of its fair value less cost of disposal, or value in
use. The Group has determined that the recoverable amount of the CGU is the fair value less costs of disposal
(FVLCOD) as it expects this value to be higher than the value in use. The valuation is considered to be level 3 in
the fair value hierarchy due to unobservable inputs used in the valuation.
Management's approach and the key assumptions used to determine the CGU FVLCOD were as follows:
The Group has assessed the FVLCODs through a discounted cash flow calculation to approximate the fair value
a buyer would be willing to pay for the CGU. The discounted cash flow calculation calculates the present
value of the CGU taking into consideration the forecasted cash flows based on the Board approved long term
forecast, as well as the calculation of the terminal value at the end of the cash flow period. The assumptions in
the model are consistent with the Group's long range plan applied on a respective basis to the CGUs.
Key estimation uncertainty inputs which directly impact the FVLCOD which are consistent across both CGUs
are assessed to be:
• Revenue growth - the average growth rates, including the ability of the CGU to acquire new clients and
increase revenues from existing clients, are in line with the expected growth rates for a start-up CDMO entity
over the initial growth period after which growth rates are brought down to more inflationary levels.
• Discount rate – the discount rate may be impacted by economic and market factors, as well as changes
to the risk free rate of return which impacts debt borrowing rates. Should the discount rate calculated by
Management be adjusted, this may impact the FVLCOD of the CGU. The discount rate used of 11.6% has been
calculated based on the current risk free rate, the NASDAQ biotechnology Index’s expected rate of return and
the Group’s cost of debt.
• Operational expenditure and capital expenditure – the cash flows are based on the Management approved
forecasts. These forecasts may change in future or the actual results vary.
• Long term inflation rates which are used to approximate the long term growth rate into perpetuity for the
terminal value.
• Expected volatility of cash flows – should the expected volatility of cash flows vary, this may impact the
FVLCOD of the CGU.
• EBITDA Exit multiple - is applied to the terminal value rather than a long term growth rate as this is deemed
to be more accurate as the multiple embeds the market view of the long-growth potential.
The FVLCOD calculation on the OXB US CGU has been prepared based on an approved forecast of 12 years
followed by the calculation of the terminal value. This is based on bringing the CGU to its full operational
efficient output following the acquisition of the facility at Durham, NC. Average growth rates for the CGU
are 40%.
The FVLCOD calculation on the OXB France CGU has been prepared based on an approved forecast of 6 years
followed by the calculation of the terminal value. This is based on bringing the CGU to its full operational
efficient output given the stage of the maturity of the site. Average growth rates for the CGU are 38%.
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
142 Notes to the Financial Information (Continued)
Sensitivities to the FVLCOD model outcome
OXB US | OXB France | |||||
31-Dec-25 | Higher | Lower | Higher | Lower | ||
£'m | £'m | £'m | £'m | |||
Forecast revenues 10% higher or lower | 46.8 | (46.8) | 24.9 | (25.1) | ||
Operational expenditure 10% higher or lower | (31.5) | 31.5 | (17.3) | 17.2 | ||
Long term inflation rates 2% higher or lower | 2.9 | (2.9) | 1.3 | (1.3) | ||
Discount rate 1% higher or lower | (9.3) | 10.5 | (3.8) | 4.0 | ||
EBITDA Multiple 2.2x/6.2x higher or lower | 27.6 | (27.6) | 41.2 | (41.2) |
Based on the valuation of the CGUs through discounted cash flow calculations, the Group has assessed that no
further impairment of OXB US or OXB France was required in 2025 (2024: nil).
Lease dilapidation cost estimates
A portion of the Group's lease agreements include provisions related to end of lease obligations, which the
Group account for in the dilapidation provision. An estimate is prepared of these costs using an underlying
cost per square foot and an estimate of the expected resultant settlement. At 31 December 2025, an increase
in the estimate to the upper range would increase the provision by £1.5 million. A decrease in the estimate
to the lower range would decrease the provision by £1.0 million. The upper and lower estimates take into
consideration the range in expected dilapidation cost per square foot and likely outcomes of negotiations in the
event of a lease ending. See note 19 for further details on leases.
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| At | |||||||
| 31 December | |||||||
| 2025 | Change in fair | ||||||
| Forward | value for | Carrying amount | |||||
| contract value: | Forward contract | recognising | of the | ||||
| Average USD/ | Foreign | value: Local | hedge | hedging instruments | |||
| GBP forward | currency | currency | ineffectiveness | assets/(liabilities) | |||
Currency | Maturity | Contract type | contract rate | $'000 | £'000 | £'000 | £'000 |
US Dollar | 1-6 months | Sell | 1.3377 | (20,349) | 15,207 | 78 | 78 |
US Dollar | 6-12 months | Sell | 1.3356 | (9,212) | 6,899 | 42 | 42 |
| More than one | |||||||
| US Dollar | year | Sell | 1.3333 | (5,500) | 4,125 | 27 | 27 |
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
144 Notes to the Financial Information (Continued)
2025 | 2024 | |
Group | £'000 | £'000 |
Net Cash | 55,396 | 20,579 |
Equity | 91,346 | 60,487 |
Net Cash/Equity | -61% | -34% |
2025 | 2024 | |
£'000 | £'000 | |
Manufacturing services | 81,060 | 68,350 |
Licence fees & incentives | 5,272 | 7,325 |
Development | 60,114 | 47,274 |
Procurement and storage services | 22,295 | 5,848 |
Total | 168,741 | 128,797 |
2025 | 2024 | |
£'000 | £'000 | |
Products and services transferred at a point in time | 27,567 | 13,016 |
Products and goods transferred over time | 141,174 | 115,781 |
Total revenue | 168,741 | 128,797 |
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2025 | 2024 | |
£'000 | £'000 | |
Revenue remaining to be recognised on partially or fully unsatisfied performance obligations | 149,200 | 103,897 |
2025 | 2024 | |
Revenue by client location | £'000 | £'000 |
UK | 3,101 | 6,924 |
United States | 141,593 | 79,987 |
Europe | 23,883 | 41,886 |
Rest of world | 164 | - |
Total revenue | 168,741 | 128,797 |
2025 | 2024 | |
Geographic split of operating (loss)/profit | £'000 | £'000 |
United Kingdom | 792 | 5,492 |
United States | (16,538) | (33,021) |
Europe | (6,738) | (11,846) |
Total operating loss | (22,484) | (39,375) |
2025 | 2024 | |
Geographic split of non-current assets | £'000 | £'000 |
United Kingdom | 40,706 | 47,801 |
United States | 92,024 | 44,395 |
Europe | 7,341 | 6,253 |
Total non-current assets | 140,071 | 98,449 |
2025 | 2024 | ||
£'000 | £'000 | ||
Rental income | 558 | 2,475 | |
Gain on bargain purchase | 36 | 9,917 | 1,721 |
Grant income | 584 | 1,058 | |
Total other income | 11,059 | 5,254 |
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
146 Notes to the Financial Information (Continued)
5 Employees and Directors
The monthly average number of persons (including Executive Directors) employed by the Group during the
year was:
By activity | 2025 | 2024 |
Office and management | 143 | 133 |
Operational | 764 | 712 |
Total | 845 |
2025 | 2024 | |
Employee benefit costs | £'000 | £'000 |
Wages and salaries | 66,714 | 60,071 |
Social security costs | 9,540 | 7,189 |
Other pension costs | 3,914 | 3,738 |
Share based payments | 4,943 | 2,083 |
Total | 85,111 | 73,081 |
2025 | 2024 | |
Key Management compensation | £'000 | £'000 |
Short- term employee benefits | 4,889 | 5,303 |
Post-employment benefits | 234 | 287 |
Share based payments | 1,251 | 676 |
Total | 6,374 | 6,266 |
The Company had no employees during the year (2024: nil).
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| Group | ||
2025 | 2024 | |
£'000 | £'000 | |
| Finance income: | ||
Bank interest receivable | 2,375 | 3,236 |
Gain on foreign exchange | 2,807 | - |
Total finance income | 5,182 | 3,236 |
| Finance costs: | ||
Unwinding of discount in provisions | (642) | (666) |
Loss on foreign exchange | - | (621) |
Interest payable on loan | (5,527) | (4,515) |
Interest payable on finance leases | (8,334) | (5,324) |
Loss on financial derivatives | (131) | - |
Total finance costs | (14,634) | (11,126) |
Net finance costs | (9,452) | (7,890) |
2025 | 2024 | ||
| Note | £'000 | £'000 | |
| Employee benefit costs | 5 | 85,111 | 73,081 |
| Depreciation of property, plant and equipment | 12 | 17,575 | 20,084 |
| Amortisation | 11 | 2,270 | 2,343 |
Raw materials and consumables used in manufacturing services | 26,701 | 14,860 | |
Operating lease payments | 304 | 471 | |
Net gain on foreign exchange/(loss) | 4,577 | (1,156) |
2025 | 2024 | |
Services provided by the Group's auditors | £'000 | £'000 |
Fees payable for the audit of the parent company & Group Financial Statements | 419 | 459 |
| Fees payable for other services: | ||
The audit of the Company's subsidiaries | 556 | 525 |
Additional fees relating to prior period audit | 120 | 188 |
Review of interim results | 56 | 47 |
Total | 1,151 | 1,219 |
8 Taxation
The Group claims research and development tax credits under the UK Government's Research and
Development Expenditure Credit (RDEC) Scheme for large companies.
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
148 Notes to the Financial Information (Continued)
2025 | 2024 | |
Current tax | £'000 | £'000 |
Corporation tax | (1,541) | (1,809) |
Total | (1,541) | (1,809) |
| Adjustments in respect of prior periods: | ||
France corporation tax research and development credit | - | 219 |
United Kingdom corporation tax research and development credit | (231) | 246 |
Current tax | (1,772) | (1,344) |
| Deferred tax | ||
Deferred tax relating to the origination of timing differences | 3,063 | - |
Deferred tax | 3,063 | - |
Taxation credit/(charge) | 1,291 | (1,344) |
UK income tax
The amount of £1.5 million (2024: £1.8 million) included as part of the taxation charge within the Statement
of Comprehensive income for the year ended 31 December 2025, comprises the corporation tax payable
on the amount claimed as a RDEC within research and development expenses in the Statement of
Comprehensive Income.
The United Kingdom corporation tax RDEC amount which is included in research and development expenses, is
paid in arrears once tax returns have been filed and agreed. The tax credit recognised in the financial statements
but not yet received is included in trade and other receivables in the Statement of Financial Position.
The adjustment of current tax in respect of the prior year is £0.2 million (2024: £0.2 million) relating to the
corporation tax credit on a higher than anticipated RDEC tax receipt. During 2025, the Group recognised £nil
(2024: £nil) of current tax relating to tax relief obtained on exercise of share options directly within equity.
The Company has no tax liability, nor is it entitled to any other tax credits (2024: £nil).
At 31 December 2025, the Group had UK tax losses, with no expiry date, to be carried forward of approximately
£103.7 million (2024: £118.3 million).
US income tax
Deferred tax of £nil (2024: £nil) relates to temporary differences relating to intangible assets. At 31 December
2025, the Group had US tax losses to be carried forward of approximately £85.6 million (2024: £57.7 million)
that expire 20 years from it being incurred.
France income tax
The adjustment of current tax in respect of the prior year is £nil (2024: £0.2m) which related to a lower than
anticipated corporate income tax (CIT) tax credit.
Reconciliation of effective tax rate
For the financial year ended 31 December 2025 the tax rate was 25% (2024: the tax rate was 25%).
The tax credit for the year is lower (2024: lower) than the standard rate of corporation tax in the UK. The
differences are explained below:
2025 | 2024 | |
Total tax | £'000 | £'000 |
(Loss) on ordinary activities before tax | (31,936) | (47,265) |
| (Loss) on ordinary activities before tax multiplied | ||
by the standard rate of corporation tax in the UK of 25% (2024 25%) | (7,984) | (11,816) |
Expenses not deductible for tax purposes | 928 | 308 |
Income not taxable | (900) | 3,498 |
Deferred tax not recognised | 6,787 | 10,974 |
Effects of overseas tax rates | (410) | (1,155) |
Adjustments in respect of prior periods | 231 | (465) |
Other | 57 | - |
Total (credit)/tax charge for the period | (1,291) | 1,344 |
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9 Basic and diluted loss per ordinary share
The basic loss per share of (26.92)p (2024: (41.75)p) has been calculated by dividing the loss for the period by
the weighted average number of shares in issue during the year ended 31 December 2025 being 111,921,751
(2024: 103,458,254).
As the Group incurred a loss in both the current and prior year, there is no difference between the basic loss per
ordinary share and the diluted loss per ordinary share for the reporting period, as the impact of potential dilutive
instruments is anti-dilutive.
10 Loss for the financial year
As permitted under section 408 of the Companies Act 2006, the Company's statement of comprehensive
income has not been included in these financial statements. The Company's loss for the year was £10.7 million
(2024: £12.8 million).
| Developed | ||||
| Goodwill | technology | Patents | Total | |
£’000 | £’000 | £’000 | £’000 | |
| Cost | ||||
At | 636 | 107,484 | 1,820 | 109,940 |
Additions | - | - | 163 | 163 |
Effects of movements in exchange rates | (44) | (6,475) | - | (6,519) |
At 31 December 2025 | 592 | 101,009 | 1,983 | 103,584 |
| Amortisation and impairment | ||||
At 1 January 2025 | 636 | 78,278 | 1,807 | 80,721 |
Amortisation charge for the period | - | 2,265 | 5 | 2,270 |
Effects of movements in exchange rates | (44) | (4,531) | - | (4,575) |
At 31 December 2025 | 592 | 76,012 | 1,812 | 78,416 |
Net book amount at 31 December 2025 | - | 24,997 | 171 | 25,168 |
| Developed | ||||
| Goodwill | technology | Patents | Total | |
£’000 | £’000 | £’000 | £’000 | |
| Cost | ||||
At 1 January 2024 | 628 | 105,889 | 1,811 | 108,328 |
Retirements | - | 28 | 9 | 37 |
Effects of movements in exchange rates | 8 | 1,567 | - | 1,575 |
At 31 December 2024 | 636 | 107,484 | 1,820 | 109,940 |
| Amortisation and impairment | ||||
At 1 January 2024 | 628 | 74,914 | 1,805 | 77,347 |
Charge for the period | - | 2,341 | 2 | 2,343 |
Effects of movements in exchange rates | 8 | 1,023 | - | 1,031 |
At 31 December 2024 | 636 | 78,278 | 1,807 | 80,721 |
Net book amount at 31 December 2024 | - | 29,206 | 13 | 29,219 |
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
150 Notes to the Financial Information (Continued)
| Bio processing and | ||||||
| Leasehold | Office equipment | laboratory | Right of | |||
| Freehold property | improvements | and computers | equipment | use assets | Total | |
£’000 | £’000 | £’000 | £’000 | £’000 | £’000 | |
| Cost | ||||||
At 1 January 2025 | 2,736 | 61,285 | 11,049 | 59,748 | 50,492 | 185,310 |
Additions at cost | 447 | 33 | 810 | 3,228 | 3,465 | 7,983 |
Additions through business combinations | - | 1,390 | 1,630 | 11,327 | 40,278 | 54,625 |
Disposals | - | (16) | (51) | (847) | (1,969) | (2,883) |
Change of Estimate | - | - | - | - | (1,016) | (1,016) |
Effects of movements in exchange rates | 129 | (2,080) | 43 | (630) | (1,469) | (4,007) |
At 31 December 2025 | 3,312 | 60,612 | 13,481 | 72,826 | 89,781 | 240,012 |
| Accumulated Depreciation | ||||||
| & Impairment | ||||||
At 1 January 2025 | 357 | 40,474 | 9,109 | 43,099 | 27,975 | 121,014 |
Charge for the period | 405 | 3,959 | 1,120 | 7,350 | 4,741 | 17,575 |
Effects of movements in exchange rates | 136 | (1,789) | (8) | (735) | (1,138) | (3,534) |
Disposals | - | (16) | (51) | (812) | (1,792) | (2,671) |
At 31 December 2025 | 898 | 42,628 | 10,170 | 48,902 | 29,786 | 132,384 |
Net book value at 31 December 2025 | 2,414 | 17,984 | 3,311 | 23,924 | 59,995 | 107,628 |
| Bio processing and | ||||||
| Freehold | Leasehold | Office equipment | laboratory | Right-of-use | ||
| property | improvements | and computers | equipment | assets | Total | |
£’000 | £’000 | £’000 | £’000 | £’000 | £’000 | |
| Cost | ||||||
At 1 January 2024 | - | 61,063 | 10,371 | 54,960 | 50,766 | 177,160 |
Additions at cost | 1,333 | 194 | 1,224 | 4,707 | 260 | 7,718 |
Additions through business combinations | 1,456 | - | 205 | 644 | 1,545 | 3,850 |
Reallocation between asset classes | - | (354) | 12 | 342 | - | - |
Disposals | - | (11) | (759) | (996) | (1,063) | (2,829) |
Change of Estimate | - | - | - | - | (1,226) | (1,226) |
Effects of movements in exchange rates | (53) | 393 | (4) | 91 | 210 | 637 |
At 31 December 2024 | 2,736 | 61,285 | 11,049 | 59,748 | 50,492 | 185,310 |
| Accumulated Depreciation | ||||||
| & Impairment | ||||||
At 1 January 2024 | - | 33,901 | 8,182 | 34,982 | 24,403 | 101,468 |
Charge for the period | 364 | 7,201 | 869 | 8,483 | 3,167 | 20,084 |
Reallocation between asset classes | - | (958) | 782 | 176 | - | (0) |
Impairment of assets | - | (8) | - | - | 178 | 170 |
Effects of movements in exchange rates | (7) | 349 | 15 | 185 | 227 | 769 |
Disposals | - | (11) | (739) | (727) | - | (1,477) |
At 31 December 2024 | 357 | 40,474 | 9,109 | 43,099 | 27,975 | 121,014 |
Net book value at 31 December 2024 | 2,379 | 20,811 | 1,940 | 16,649 | 22,517 | 64,296 |
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Right of Use | Total | |
Company | £'000 | £'000 |
| Cost | ||
At 1 January 2024 | 39,508 | 39,508 |
Change in estimate | (589) | (589) |
At 31 December 2024 | 38,919 | 38,919 |
Change in estimate | (324) | (324) |
At 31 December 2025 | 38,595 | 38,595 |
| Accumulated depreciation | ||
At 1 January 2024 | 2,964 | 2,964 |
Charge for the period | 2,613 | 2,613 |
At 31 December 2024 | 5,577 | 5,577 |
Charge for the period | 2,582 | 2,582 |
At 31 December 2025 | 8,159 | 8,159 |
Net book amount at 31 December 2025 | 30,436 | 30,436 |
2025 | 2024 | ||
| Note | £'000 | £'000 | |
| Shares in subsidiary undertakings | |||
At 1 January | 164,076 | 15,182 | |
Additions | 17,137 | 148,894 | |
At 31 December | 181,213 | 164,076 | |
| Loans to subsidiary Undertakings | |||
At 1 January | 276,295 | 428,990 | |
Loan advanced in period | 14,674 | - | |
Loan repaid in period | - | (11,302) | |
Loans converted to equity | - | (141,393) | |
At 31 December | 290,969 | 276,295 | |
Total investments in and loans to subsidiary undertakings | 472,182 | 440,371 | |
| Accumulated impairment | |||
At 1 January | 227,673 | 226,215 | |
Impairment in the period | - | 1,458 | |
At 31 December | 227,673 | 227,673 | |
Net book amount at 31 December | 244,509 | 212,698 | |
| Capital contribution in respect of employee share schemes | |||
At 1 January | 30,862 | 28,779 | |
| Additions in the period | 29 | 3,644 | 2,083 |
At 31 December | 34,506 | 30,862 | |
Total investments in and loans to subsidiary undertakings | 279,015 | 243,560 |
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
152 Notes to the Financial Information (Continued)
| Country | Description of | Proportion of | Nature of business | |
| of incorporation | shares held | nominal value of | ||
| issued shares held | ||||
| by the Group | ||||
| and Company | ||||
Oxford Biomedica (UK) Limited | England | 1p ordinary shares | 100% | Gene therapy research development |
| and Wales | and manufacturing | |||
Oxford Biomedica (Ireland) Limited | Ireland | £1 ordinary shares | 100% | Product release |
Oxxon Therapeutics Limited | England | 1p ordinary shares | 100% | Dormant |
| and Wales | ||||
Oxford Biomedica (US) LLC | United States | N/A | 100% | Gene therapy research, development |
| and manufacturing | ||||
Oxford Biomedica (US) Inc. | United States | 1c ordinary shares | 100% | Business Development |
Invivusbio Limited | England | 1p ordinary shares | 100% | Dormant |
| and Wales | ||||
Oxford Biomedica (France) SAS | France | 1€ ordinary shares | 100% | Gene therapy research, development |
| and manufacturing |
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
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14 Inventories
2025 | 2024 | |
£'000 | £'000 | |
Raw materials | 17,330 | 13,573 |
Total Inventory | 17,330 | 13,573 |
Inventory constitutes raw materials held for commercial development and manufacturing purposes, all of which
are expected to be recovered within the next 12 months.
During the year, the Group wrote down £3.1 million (2024: £4.7 million) of inventory which is not expected to
be used in production or sold onwards. The Company holds no inventories.
2025 | 2024 | |
Current | £'000 | £'000 |
Trade receivables | 22,686 | 23,281 |
Contract assets | 25,195 | 18,048 |
Other receivables | 1,542 | 784 |
Other tax receivable | 15,753 | 12,914 |
Prepayments | 6,092 | 3,944 |
71,268 | 58,971 |
2025 | 2024 | |
£'000 | £'000 | |
Sterling | 44,335 | 48,035 |
US Dollar | 33,261 | 12,426 |
Euro | 947 | 3,444 |
78,543 | 63,905 |
2025 | 2024 | |
£'000 | £'000 | |
0 - 30 days | 2,179 | 3,022 |
30 - 60 days | 1,751 | 632 |
60+ days | 2,611 | 1,680 |
6,541 | 5,334 |
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
154 Notes to the Financial Information (Continued)
Group | Company | |||
2025 | 2024 | 2025 | 2024 | |
£'000 | £'000 | £'000 | £'000 | |
Cash at bank and in hand | 96,884 | 60,650 | 36,167 | 16,950 |
Group | Company | |||
2025 | 2024 | 2025 | 2024 | |
£'000 | £'000 | £'000 | £'000 | |
Trade payables | 14,208 | 9,612 | - | - |
Other taxation and social security | 2,183 | 1,513 | - | - |
Accruals | 18,973 | 15,044 | 163 | 268 |
Total Trade and other payables | 35,364 | 26,169 | 163 | 268 |
Current | Non-Current | Total | |
At 31 December 2025 | £'000 | £'000 | £'000 |
Manufacturing services income | 30,266 | - | 30,266 |
Process development income | 6,346 | 56 | 6,402 |
Procurement and storage services | 5,699 | - | 5,699 |
Licence fees and incentives | 16 | 29 | 45 |
Contract Liabilities | 42,327 | 85 | 42,412 |
Grant | 472 | 606 | 1,078 |
Deferred Income | 472 | 606 | 1,078 |
Current | Non-Current | Total | |
At 31 December 2024 | £'000 | £'000 | £'000 |
Manufacturing services income | 14,335 | 6 | 14,341 |
Process development income | 6,158 | - | 6,158 |
Procurement and storage services | 3,121 | - | 3,121 |
Licence fees and incentives | 16 | 44 | 60 |
Contract Liabilities | 23,630 | 50 | 23,680 |
Grant | 562 | 1,020 | 1,582 |
Deferred Income | 562 | 1,020 | 1,582 |
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
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Group | Company | |||
2025 | 2024 | 2025 | 2024 | |
£'000 | £'000 | £'000 | £'000 | |
At 1 January | 8,576 | 8,457 | 2,430 | 2,715 |
New provision | - | 563 | - | - |
Unwinding of discount | 642 | 661 | 213 | 210 |
Change in estimate | (1,016) | (1,105) | (326) | (495) |
Derecognition | (825) | - | - | - |
Foreign exchange movement | 14 | - | - | - |
At 31 December | 7,391 | 8,576 | 2,317 | 2,430 |
2025 | 2024 | 2025 | 2024 | |
£'000 | £'000 | £'000 | £'000 | |
Current | - | 1,152 | - | - |
Non-current | 7,391 | 7,424 | 2,317 | 2,430 |
Total provisions | 7,391 | 8,576 | 2,317 | 2,430 |
Group | Company | |||
2025 | 2024 | 2025 | 2024 | |
£'000 | £'000 | £'000 | £'000 | |
At 1 January | 40,071 | 38,534 | 39,790 | 38,534 |
Loan repayment | (38,778) | (464) | (38,543) | - |
New loans drawn down | 41,954 | 756 | 41,954 | - |
Interest accrued | 4,670 | 4,515 | 4,670 | 4,515 |
Interest paid | (4,433) | (4,086) | (4,431) | (4,075) |
Amortised fees | 807 | 316 | 857 | 316 |
Foreign exchange movement | (2,803) | 500 | (2,809) | 500 |
At 31 December | 41,488 | 40,071 | 41,488 | 39,790 |
2025 | 2024 | 2025 | 2024 | |
£'000 | £'000 | £'000 | £'000 | |
Current | - | 281 | - | - |
Non-current | 41,488 | 39,790 | 41,488 | 39,790 |
Total Loans | 41,488 | 40,071 | 41,488 | 39,790 |
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
156 Notes to the Financial Information (Continued)
Group | Company | |||
2025 | 2024 | 2025 | 2024 | |
£'000 | £'000 | £'000 | £'000 | |
| Derivative financial assets | ||||
| Derivatives that are designated and effective as hedging instruments | ||||
| carried at fair value: | ||||
Foreign currency forward contracts | 147 | - | - | - |
| Held for trading derivatives that are not designated in hedge | ||||
| accounting relationships: | ||||
Interest rate swaps | 19 | - | 19 | - |
At 31 December | 166 | - | 19 | - |
22 Put/ call option liability
2025 | 2024 | |
£'000 | £'000 | |
At 1 January | 2,388 | 9,348 |
Revaluation | (390) | - |
Settlement of option | (1,998) | (6,960) |
At 31 December | - | 2,388 |
On 10 March 2022, the Group recognised a put/ call option liability to acquire the remaining 20% of OXB US
that it didn't already own from Q32. The fair value of the put/ call option at the date of acquisition was assessed
to be £39.0 million. In June 2024, the Group increased its ownership in OXB US by a further 10% to 90%.
In March 2025, the Group exercised the option to acquire the remaining 10% of OXB US. Accordingly, the
put/call option liability has been derecognised after being settled in full during the year.
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
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23 Financial instruments
The Group and Company's financial instruments comprise cash and cash equivalents, trade and other
receivables, assets at fair value through profit and loss, trade and other payables, loans and derivative financial
instruments at fair value through profit and loss. Additional disclosures are set out in note 3 relating to
risk management.
| Financial assets held at | Financial liabilities held at | ||||
| amortised cost | amortised cost | ||||
2025 | 2024 | 2025 | 2024 | ||
| Note | £'000 | £'000 | £'000 | £'000 | |
| Cash and cash equivalents | 16 | 96,884 | 60,650 | - | - |
| Trade receivables and other receivables | 15 | 56,698 | 47,047 1 | - | - |
| Trade and other payables excluding tax | 17 | - | - | 33,180 | 24,656 |
| Lease liabilities | 33 | - | - | 106,640 | 68,690 |
| Loan | 20 | - | - | 41,488 | 40,071 |
At 31 December | 153,582 | 107,697 | 181,308 | 133,417 |
| Financial assets held at fair value | Financial liabilities held at fair value | ||||
| through profit or loss | through profit or loss | ||||
2025 | 2024 | 2025 | 2024 | ||
| Note | £'000 | £'000 | £'000 | £'000 | |
| Put/ call option | 22 | - | - | - | 2,388 |
| Derivative financial instruments | 21 | 166 | - | - | - |
At 31 December | 166 | - | - | 2,388 |
The Company had the following financial instruments at 31 December each year:
| Financial assets held at | Financial liabilities held at | ||||
| amortised cost | amortised cost | ||||
2025 | 2024 | 2025 | 2024 | ||
| Note | £'000 | £'000 | £'000 | £'000 | |
| Cash and cash equivalents | 16 | 36,167 | 16,950 | - | - |
| Trade and other payables excluding tax | 17 | - | - | 163 | 268 |
| Lease liabilities | 33 | - | - | 32,967 | 33,700 |
| Loan | 20 | - | - | 41,488 | 39,790 |
Total | 36,167 | 16,950 | 74,618 | 73,758 |
Floating rate instant access and short term fixed deposits earned interest at prevailing bank rates.
2025 | 2024 | |
| period average | period average | |
| weighted | weighted | |
| average rate | average rate | |
Sterling | 3.12% | 5.38% |
US Dollars | 4.66% | 4.56% |
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
158 Notes to the Financial Information (Continued)
| Carrying value | |||
2025 | 2024 | ||
Level | £'000 | £'000 | |
Put/ call option | 3 | - | 2,388 |
Foreign currency forward contracts | 2 | 147 | - |
Interest rate cap | 2 | 19 | - |
At 31 December | 166 | 2,388 |
2025 | 2024 | |
£'000 | £'000 | |
Sterling | 46,734 | 29,428 |
Euro | 6,718 | 2,653 |
US Dollars | 43,432 | 28,569 |
Total | 96,884 | 60,650 |
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| Significant | |||
| unobservable | Inter-relationship between unobservable inputs | ||
Type | Valuation technique | inputs | and fair value measurement: |
| Foreign currency | Discounted cashflow | N/A | N/A |
| forward contracts | The Group's foreign currency contract rates are not | ||
| traded in active markets. These have been fair valued | |||
| using observable currency rates. The effects of non- | |||
| observable inputs are not significant. | |||
| Counterparty banks perform valuations of foreign | |||
| currency forward contracts for financial reporting | |||
| purposes, determined by discounting the future cash | |||
| flows at rates determined by year‑end spot and | |||
| forward rate. | |||
Interest rate cap | Discounted cashflow | N/A | N/A |
| Future cash flows are estimated based on forward | |||
| interest rates (from observable forward SOFR rates | |||
| at the end of the reporting period) and contracted | |||
| interest rates. | |||
| Put/ call | Monte Carlo simulation | Revenues of | — The revenues of OXB US are based on the |
| option liability | OXB US | Management approved forecast up until the end of | |
| the option period. Should the forecast change or the | |||
| actual results vary this may impact the value of the | |||
| put/ call option liability. | |||
Discount rate | — The discount rate may be impacted by economic | ||
| and market factors, as well as changes to the risk | |||
| free rate of return which impacts debt borrowing | |||
| rates. Should the discount rate calculated by | |||
| Management be adjusted, this may impact the value | |||
| of the put/ call option. Management has calculated | |||
| the discount rate based on the risk free rate, the | |||
| expected return from similar companies and the | |||
| Group’s cost of debt. |
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
160 Notes to the Financial Information (Continued)
Group | Lease liability | Loans | Share capitalShare premium | Total | |
£'000 | £'000 | £'000 | £'000 | £'000 | |
At 1 January 2024 | 72,924 | 38,534 | 48,403 | 380,333 | 540,194 |
Issue of shares | - | - | 4,578 | 14,523 | 19,101 |
Interest accrued | - | 4,515 | - | - | 4,515 |
Loans repaid | - | (466) | - | - | (466) |
Interest paid | - | (4,086) | - | - | (4,086) |
Payments for the principal portion of lease liabilities | (4,725) | - | - | - | (4,725) |
Payments for the interest portion of lease liabilities | (5,343) | - | - | - | (5,343) |
Total change from financing cash flows | (10,068) | (37) | 4,578 | 14,523 | 8,996 |
| Other Changes | |||||
Other | 1,758 | - | - | - | 1,758 |
Additions | (156) | 756 | - | - | 600 |
Disposals | (1,377) | - | - | - | (1,377) |
Interest Accrued | 5,343 | - | - | - | 5,343 |
Fee amortisation | - | 316 | - | - | 316 |
Foreign exchange | 266 | 502 | - | - | 768 |
At 31 December 2024 | 68,690 | 40,071 | 52,981 | 394,856 | 556,598 |
Issue of shares | - | - | 7,396 | 50,993 | 58,389 |
Loan Drawn down | - | 41,954 | - | - | 41,954 |
Loans repaid | - | (38,778) | - | - | (38,778) |
Interest paid | - | (4,433) | - | - | (4,433) |
Arrangement Fees | - | - | - | - | - |
Payments for the principal portion of lease liabilities | (4,064) | - | - | - | (4,064) |
Payments for the interest portion of lease liabilities | (8,334) | - | - | - | (8,334) |
Total change from financing cash flows | (12,398) | (1,257) | 7,396 | 50,993 | 44,734 |
| Other Changes | |||||
Acquisitions | 40,278 | - | - | - | 40,278 |
Additions | 1,241 | - | - | - | 1,241 |
Interest Accrued | 8,334 | 4,670 | - | - | 13,004 |
Fee amortisation | - | 807 | - | - | 807 |
Modification | 2,146 | - | - | - | 2,146 |
Foreign exchange | (1,651) | (2,803) | - | - | (4,454) |
At 31 December 2025 | 106,640 | 41,488 | 60,377 | 445,849 | 654,354 |
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
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Company | Lease liability | Loans | Share capitalShare premium | Total | |
£'000 | £'000 | £'000 | £'000 | £'000 | |
At 1 January 2024 | 34,939 | 38,534 | 48,403 | 380,333 | 502,209 |
Issue of shares | - | - | 4,578 | 14,523 | 19,101 |
Interest paid | - | (4,090) | - | - | (4,090) |
Payments for the principal portion of lease liabilities | (1,170) | - | - | - | (1,170) |
Payments for the interest portion of lease liabilities | (2,330) | - | - | - | (2,330) |
Total change from financing cash flows | (3,500) | (4,090) | 4,578 | 14,523 | 11,511 |
| Other Changes | |||||
Additions | (69) | - | - | - | (69) |
Interest | 2,330 | 4,515 | - | - | 6,845 |
Fee amortisation | - | 316 | - | - | 316 |
Foreign exchange | - | 514 | - | - | 514 |
At 31 December 2024 | 33,700 | 39,789 | 52,981 | 394,856 | 521,326 |
Issue of shares | - | - | 7,396 | 50,993 | 58,389 |
Loans received | - | 41,954 | - | - | 41,954 |
Loans repaid | - | (38,543) | - | - | (38,543) |
Interest paid | - | (4,432) | - | - | (4,432) |
Payments for the principal portion of lease liabilities | (733) | - | - | - | (733) |
Payments for the interest portion of lease liabilities | (2,742) | - | - | - | (2,742) |
Total change from financing cash flows | (3,475) | (1,021) | 7,396 | 50,993 | 53,893 |
| Other Changes | |||||
Interest | 2,742 | 4,670 | - | - | 7,412 |
Fee amortisation | - | 807 | - | - | 807 |
Foreign exchange | - | (2,808) | - | - | (2,808) |
At 31 December 2025 | 32,967 | 41,437 | 60,377 | 445,849 | 580,630 |
| Contracted Cashflows | |||||||
Group | Carrying Amount | Total | 2m or less | 2-12 months | 1-2 yrs | 2-5 yrs | >5 yrs |
At 31 December 2025 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 |
Lease Liabilities | 106,640 | 165,731 | - | 15,697 | 15,814 | 51,814 | 82,407 |
Loans | 41,488 | 85,008 | - | 6,648 | 6,666 | 71,694 | - |
| Contracted Cashflows | |||||||
Group | Carrying Amount | Total | 2m or less | 2-12 months | 1-2 yrs | 2-5 yrs | >5 yrs |
At 31 December 2024 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 |
Lease Liabilities | 68,690 | 115,787 | - | 10,072 | 47,601 | 36,197 | 21,917 |
Loans | 40,071 | 48,049 | - | 4,367 | 43,682 | - | - |
| Contracted Cashflows | |||||||
Company | Carrying Amount | Total | 2m or less | 2-12 months | 1-2 yrs | 2-5 yrs | >5 yrs |
At 31 December 2025 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 |
Lease Liabilities | 32,967 | 52,726 | 875 | 2,625 | 2,800 | 14,095 | 32,331 |
Loans | 41,488 | 85,008 | - | 6,648 | 6,666 | 71,694 | - |
| Contracted Cashflows | |||||||
Company | Carrying Amount | Total | 2m or less | 2-12 months | 1-2 yrs | 2-5 yrs | >5 yrs |
At 31 December 2024 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 |
Lease Liabilities | 33,700 | 56,226 | - | 3,500 | 7,000 | 8,696 | 37,030 |
Loans | 39,789 | 47,817 | - | 4,135 | 43,682 | - | - |
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
162 Notes to the Financial Information (Continued)
| Trading | |||||
| temporary | Intangible | ||||
| Group - recognised | differences | Fixed assets | Tax losses | asset | Total |
| Deferred tax (assets)/ | |||||
liabiltiies - recognised | £'000 | £'000 | £'000 | £'000 | £'000 |
At 1 January 2025 | (808) | 1,152 | (2,858) | 2,514 | - |
Origination and reversal of temporary differences | - | 2,911 | 152 | - | 3,063 |
Income statement credit | 808 | (3,889) | 2,532 | (2,514) | (3,063) |
At 31 December 2025 | - | 174 | (174) | - | - |
At 1 January 2024 | (2,202) | 1,560 | (1,749) | 2,391 | - |
Arising on acquisition | - | - | - | - | - |
Foreign exchange | - | - | - | - | - |
Income statement credit | 1,394 | (408) | (1,109) | 123 | - |
At 31 December 2024 | (808) | 1,152 | (2,858) | 2,514 | - |
| Trading | |||||||
| temporary | Share | ||||||
Group - not recognised | Intangibles | Fixed assets | differences | Provisions | Tax losses | options | Total |
| Deferred tax (assets)/ | |||||||
liabiltiies - not recognised | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 |
At 1 January 2025 | (37,114) | - | 39 | (275) | (52,318) | (3,866) | (93,534) |
Origination and reversal of temporary differences | 32,160 | (4,901) | (5,002) | (436) | (8,089) | - | 13,732 |
At 31 December 2025 | (4,954) | (4,901) | (4,963) | (711) | (60,407) | (3,866) | (79,802) |
At 1 January 2024 | (31,533) | - | (385) | (194) | (37,342) | (2,306) | (71,760) |
Origination and reversal of temporary differences | (5,581) | - | 424 | (81) | (14,976) | (1,560) | (21,774) |
At 31 December 2024 | (37,114) | - | 39 | (275) | (52,318) | (3,866) | (93,534) |
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
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Group and Company | 2025 | 2024 |
Issued and fully paid | £'000 | £'000 |
Ordinary shares of 50p each At 1 January -105,961,199 (2024:96,804,353) shares | 52,981 | 48,403 |
Allotted for cash in equity raise - shares | 6,961 | 4,175 |
Allotted on exercise of share options - shares | 435 | 403 |
At 31 December - 120,752,962 (2024: 105,961,199) | 60,377 | 52,981 |
2025 | 2024 | |
Group and Company | £'000 | £'000 |
At 1 January | 394,856 | 380,333 |
Premium on shares issued for cash in equity raise | 50,472 | 14,485 |
Premium on exercise of share options | 521 | 38 |
At 31 December | 445,849 | 394,856 |
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
164 Notes to the Financial Information (Continued)
27 Options over shares of Oxford Biomedica plc
The Company has outstanding share options that were issued under the following schemes:
• The 2015 Executive Share Option Scheme (approved May 2015)
• The 2015 Long Term Incentive Plan (LTIP) (approved May 2015)
• The 2015 Deferred Bonus Plan (DBP) (approved May 2015)
• The 2015 Sharesave scheme (approved May 2015)
• The 2024 Long Term Incentive Plan (LTIP) (approved June 2024)
• The 2024 Deferred Bonus Plan (DBP) (approved June 2024)
• The 2024 Sharesave scheme (approved June 2024)
Share options are granted to Executive Directors and the CET under the Company's LTIP and DBP. Share
options are also granted to selected senior managers under the Company's LTIP and to all other employees
under Sharesave scheme. All option grants are at the discretion of the Remuneration Committee. All options
granted are equity settled share options, but deferred share awards may be settled in cash at the option of the
Remuneration Committee.
Options and Restricted Stock Units (RSUs) granted under the 2015 and 2024 LTIP to Executive Directors and
the CET are subject to both revenue and market condition performance criteria and will vest only if, at the third
anniversary of the grant, the performance criteria have been met. Failure to meet the minimum performance
criteria by the third anniversary results in all the granted options lapsing.
The performance criteria are described in the Directors’ Remuneration Report. LTIP awards made to date are
exercisable at either par or at nil cost on the third anniversary of the date of grant and lapse 10 years after being
granted. For Executive Directors, options granted since 2019 also have a two year holding period post vesting.
RSUs granted to employees under the 2015 and 2024 LTIP are issued at nil cost. They are not subject to market
condition performance criteria and the lives of the RSUs are 10 years, after which the RSUs expire. RSUs granted
under the 2015 and 2024 Scheme cannot normally be exercised before the third anniversary of the date of
grant. RSUs are valued based on the market price at the date of grant.
Options granted under the 2015 Executive Share Option Scheme have fixed exercise prices based on the market
price at the date of grant. It is not subject to market condition performance criteria and the lives of the options
are ten years, after which the options expire. Options granted under the 2015 Executive Share Option Scheme
cannot normally be exercised before the third anniversary of the date of grant.
Options granted under the 2015 and 2024 Sharesave schemes have fixed exercise prices based on the market
price at the date of grant. They are not subject to market condition performance criteria and the lives of
the options are four years, after which the options expire and the cash saved is returned. Options cannot be
exercised before the third anniversary of the date of grant.
Share options outstanding at 31 December 2025 have the following expiry date and exercise prices:
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
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2025 | Number of shares | 2024 | Number of shares | Exercise price | Date from | Expiry date |
| per share | which exercisable | |||||
0 | 18,420 | 490p | Vested | Expired | ||
9,837 | 17,863 | 275p | Vested | 16/05/26 to 13/10/26 | ||
46,192 | 58,867 | 495p | Vested | 13/07/27 | ||
70,883 | 87,585 | 502p to 904p | Vested | 15/02/28 to 07/08/28 | ||
178,167 | 200,303 | 618p to 705p | Vested | 04/01/29 to 12/09/29 | ||
239,411 | 264,220 | 760p to 817p | Vested | 26/06/30 to 05/10/30 | ||
544,490 | 647,258 |
2025 | Number of shares | 2024 | Number of shares | Exercise price | Date from | Expiry date |
| per share | which exercisable | |||||
0 | 16,481 | 1226p | 20/10/24 | Expired | ||
142,316 | 350,910 | 294p | 19/10/25 | 19/04/26 | ||
202,486 | 210,612 | 333p | 22/11/27 | 22/05/28 | ||
233,910 | - | 510p | 20/11/28 | 21/05/29 | ||
578,712 | 578,003 |
2025 | Number of shares | 2024 | Number of shares | Exercise price | Date from | Expiry date |
| per share | which exercisable | |||||
0 | 26,210 | 0p | Vested | 16/05/26 | ||
19,540 1 | 19,540 | 0p | Vested | 17/07/27 to 25/09/27 | ||
7,357 2 | 7,357 | 0p | Vested | 15/02/28 to 07/08/28 | ||
14,192 2 | 24,515 | 0p | Vested | 18/04/29 to 12/09/29 | ||
13,815 2 | 76,545 | 0p | Vested | 26/06/30 | ||
14,754 2 | 131,940 | 0p | Vested | 08/06/31 | ||
38,417 3 | 64,193 | 0p | Vested | 08/06/31 | ||
21,244 2 | 196,003 | 0p | Vested | 29/04/32 | ||
134,460 3 | 423,331 | 0p | 10/09/22 to 20/12/26 | 18/03/32 to 20/12/32 | ||
719,867 2 | 719,867 | 0p | 04/10/26 to 24/11/28 | 04/10/33 to 24/11/33 | ||
786,909 3 | 970,226 | 0p | 04/10/24 to 04/10/27 | 04/10/33 | ||
1,253,286 4 | 1,305,092 | 0p | 02/02/27 to 03/10/29 | 02/02/34 to 22/11/34 | ||
59,045 4 | 126,042 | 0p | 03/10/27 | 03/10/34 | ||
1,076,460 5 | 0 | 0p | 16/05/28 | 16/05/35 | ||
952,069 5 | 0 | 0p | 16/05/28 | 16/05/35 | ||
5,111,415 | 4,090,861 | |||||
6,234,617 | 5,316,122 |
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
166 Notes to the Financial Information (Continued)
Deferred Share Awards
The Executive Directors, the CET and certain other senior managers have been awarded deferred bonuses in
the form of share options. These options are exercisable at nil p on either the first three anniversaries of the
grant or the third anniversary of the grant dependent on the option conditions. Deferred bonus share awards
are valued at the market price on the date of grant. Options with a value of £1.0 million vested during 2025
(2024: £0.5 million).
The options granted under the 2013 and 2024 Deferred Bonus Plans will be satisfied by market-purchased
shares held by the EBT. As at 31 December 2025, the EBT has purchased and currently holds 30,519 shares to
meet options under the plan to be exercised at a future date. The EBT is consolidated at year end with the
shares held in trust until the exercise of the option and accounted as a deduction within equity.
The options granted under the 2015 Deferred Bonus Plan will be satisfied by new issue shares at the time
of exercise.
2025 | Number of shares | 2024 | Number of shares | Exercise price per share Date from which exercisable | Expiry date | |
6,402 | 6,402 | 0p | Exercisable | 11/07/27 | ||
5,156 | 5,156 | 0p | Exercisable | 07/08/28 | ||
7,634 | 7,634 | 0p | Exercisable | 18/04/29 | ||
5,497 | 8,427 | 0p | Exercisable | 20/06/30 | ||
4,944 | 9,087 | 0p | Exercisable | 08/06/31 | ||
16,321 | 77,601 | 0p | Exercisable | 29/04/32 | ||
143,912 | 256,707 | 0p | 04/10/24 to 04/10/26 | 04/10/33 | ||
179,264 | 0 | 0p | 16/05/28 to 16/05/30 | 16/05/35 | ||
369,130 | 371,014 |
National insurance liability
Certain options granted to UK employees could give rise to a national insurance (NI) liability on exercise.
A liability of £0.2 million (2024: £0.2 million) is included in accruals for the potential NI liability accrued to
31 December on exercisable options that were above water based on the year end share price of 617p (2024:
420p) per share.
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
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28 Share based payments
Sharesave Scheme awards | Options awarded |
(Model used: Black Scholes) | 21-Nov-25 |
Share price at grant date | 592.0p |
Exercise price | 510.0p |
Vesting period (years) | 3 |
Total number of shares under option | 233,910 |
Expected volatility (weighted average) | 47.30% |
Expected life (years) | 3 |
Risk free rate (weighted average) | 4.00% |
Fair value per option | 510.0p |
LTIP awards | LTIPs awarded |
(Model used: Black Scholes) | 16-May-25 |
Share price at grant date | 302.0p |
Exercise price | 0p |
Vesting period (years) | 3 |
Total number of shares under option | 991,272 |
Expected volatility (weighted average) | 47.3% |
Expected life (years) | 3 |
Risk free rate (weighted average) | 4.0% |
Fair value per option | 302.0p |
The expected volatility is based on historical volatility (calculated based on the weighted average
remaining life of the share options), adjusted for any expected changes to future volatility due to publicly
available information.
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
168 Notes to the Financial Information (Continued)
2025 | 2024 | |||
| Weighted average | Weighted average | |||
Share options excluding LTIP | Number | exercise price | Number | exercise price |
| in pence | ||||
Outstanding at 1 January | 1,225,261 | 536.9p | 1,529,293 | 586.2p |
Granted | 233,910 | 510.0p | 210,612 | 333.0p |
Forfeited | (109,051) | 759.3p | (408,988) | 656.7p |
Exercised | (206,850) | 302.0p | (19,334) | 235.1p |
Cancelled | (20,068) | 302.4p | (86,322) | 412.2p |
Outstanding at 31 December | 1,123,202 | 557.2p | 1,225,261 | 536.9p |
Exercisable at 31 December | 686,806 | 639.3p | 663,739 | 729.8p |
| Exercisable and where market price exceeds exercise | 198,345 | 340.5p | 17,863 | 274.7p |
| price at 31 December |
2025 | 2024 | |
LTIP awards (options exercisable at par value 1p or nil cost) | Number | Number |
Outstanding at 1 January | 4,090,861 | 4,780,922 |
Granted | 2,094,011 | 1,442,937 |
Lapsed | (590,806) | (1,588,978) |
Exercised | (482,651) | (544,020) |
Outstanding at 31 December | 5,111,415 | 4,090,861 |
Exercisable at 31 December | 241,801 | 350,300 |
2025 | 2024 | |||||
| Weighted | Weighted | |||||
Weighted | average | Weighted | average | |||
average | Number | remaining | average | Number | remaining | |
| Range of exercise prices | exercise price | of shares | life (years) | exercise price | of shares | life (years) |
| in pence | in pence | |||||
| LTIP: | ||||||
Exercisable at par or at nil cost | 0p | 5,111,415 | 8.5 | 0p | 4,090,861 | 8.6 |
| Deferred bonus: | ||||||
Exercisable at par or at nil cost | 0p | 369,130 | 8.1 | 0p | 371,014 | 8.1 |
| Options: | ||||||
50p to 150p | 0p | - | - | 0p | - | - |
150p to 250p | 0p | - | - | 0p | - | - |
250p to 350p | 315.9p | 354,639 | 7.8 | 307.8p | 579,385 | 8.4 |
350p to 650p | 507.8p | 280,102 | 8.5 | 494.4p | 77,287 | 2.0 |
650+p | 760.7p | 488,461 | 3.8 | 776.1p | 568,589 | 4.8 |
At 31 December | 6,603,747 | 5,687,136 |
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
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Group | Company | |||
2025 | 2024 | 2025 | 2024 | |
£'000 | £'000 | £'000 | £'000 | |
At 1 January | (399,500) | (352,918) | (266,740) | (253,534) |
Loss for the period | (30,128) | (43,190) | (10,664) | (12,810) |
Share based payments | 4,684 | 2,079 | - | - |
Acquisition of NCI without a change in control | 2,924 | (5,077) | - | - |
Exercise of nil cost options | (331) | (394) | (331) | (396) |
At 31 December | (422,351) | (399,500) | (277,735) | (266,740) |
| Translation | Cash flow | ||||
Reserve | Other Equity | Merger Reserve | Hedge Reserve | Total | |
Group | £'000 | £'000 | £'000 | £'000 | £'000 |
At 1 January 2025 | 3,268 | (976) | 6,417 | - | 8,709 |
Put/ call option revaluation | - | 375 | - | - | 375 |
Foreign currency translation differences | (3,156) | - | - | - | (3,156) |
Gain on hedged instruments | - | - | - | 147 | 147 |
Treasury share reserve | - | (179) | - | - | (179) |
Acquisition of NCI without change in control | 974 | 601 | - | - | 1,575 |
At 31 December 2025 | 1,086 | (179) | 6,417 | 147 | 7,471 |
| Translation | ||||
Reserve | Other Equity | Merger Reserve | Total | |
Group | £'000 | £'000 | £'000 | £'000 |
At 1 January 2024 | 3,956 | (8,059) | 2,291 | (1,812) |
Put/ call option revaluation | - | 7,083 | - | 7,083 |
Foreign currency translation differences | (688) | - | 4,126 | 3,438 |
At 31 December 2024 | 3,268 | (976) | 6,417 | 8,709 |
| Share | |||
| Merger reserve | Scheme reserve | Total | |
Company | £'000 | £'000 | £'000 |
At 1 January 2025 | 5,706 | 30,862 | 36,568 |
Share based payments | - | 3,642 | 3,642 |
At 31 December 2025 | 5,706 | 34,504 | 40,210 |
| Share | |||
| Merger reserve | Scheme reserve | Total | |
Company | £'000 | £'000 | £'000 |
At 1 January 2024 | 1,580 | 28,779 | 30,359 |
Shares issued | 4,126 | - | 4,126 |
Share based payments | - | 2,083 | 2,083 |
At 31 December 2024 | 5,706 | 30,862 | 36,568 |
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
170 Notes to the Financial Information (Continued)
31 Cash flows from operating activities
Group | Company | |||
2025 | 2024 | 2025 | 2024 | |
£'000 | £'000 | £'000 | £'000 | |
| Continuing operations | ||||
Loss before tax | (31,936) | (47,265) | (10,663) | (12,810) |
| Adjustment for: | ||||
Depreciation | 17,575 | 20,084 | 2,582 | 2,604 |
Amortisation of intangible assets | 2,270 | 2,343 | - | - |
Impairment charge | - | 179 | - | 1,458 |
Loss on disposal of property, plant and equipment | 20 | 289 | - | - |
Net finance costs | 9,452 | 7,890 | 5,241 | 7,626 |
Charge in relation to employee share schemes | 4,683 | 1,690 | 3,645 | 1,688 |
Non-cash gains | (9,917) | (1,493) | - | (1,303) |
Changes in working capital: 1 | ||||
(Increase) in contract assets and trade and other receivables | (21,658) | (33,338) | - | - |
Increase (Decrease) in trade and other payables | 8,723 | 2,893 | (105) | (1,309) |
Increase (Decrease) in contract liabilities and deferred income | 18,175 | (6,048) | - | - |
(Decrease) in provisions | (163) | (83) | - | - |
(Increase)/Decrease in inventory | (1,847) | 2,193 | - | - |
Net cash (used in)/Generated from operations | (4,623) | (50,666) | 700 | (2,046) |
1
The movements in working capital attributable to subsidiary acquisition, as detailed in Note 36, are considered non-cash. Therefore, these movements have been excluded from the
calculation of changes in working capital. Further details regarding the net assets acquired are provided in Note 36
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
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33 Leases
The Group leases land and buildings and equipment.
The manufacturing facility acquired on the 7 October 2025 is a leased facility and as a result a lease liability and
right-of-use asset was included in the identifiable assets acquired and liabilities assumed as disclosed in Note
36. The lease liability was determined as if the facility was a new lease at the acquisition date. The discount rate
applied in measuring the present value of the lease payments at the acquisition date has been identified as a key
source of estimation uncertainty. Further details are disclosed in Note 2.
Information about leases for which the Group is a lessee, is presented below:
| Laboratory | |||||
| Property | Equipment | IT Equipment | Motor Vehicles | Total | |
£'000 | £'000 | £'000 | £'000 | £'000 | |
Balance at 1 January 2025 | 22,392 | 25 | 34 | 66 | 22,517 |
Additions | 3,422 | - | - | 43 | 3,465 |
Disposals | (177) | - | - | - | (177) |
Business combination | 40,278 | - | - | - | 40,278 |
Change in estimate | (1,016) | - | - | - | (1,016) |
Depreciation charge for the period | (4,666) | (25) | (14) | (36) | (4,741) |
Effects of changes in foreign exchange | (325) | - | (2) | (4) | (331) |
Balance at 31 December 2025 | 59,908 | - | 18 | 69 | 59,995 |
Company | Property | Total |
£'000 | £'000 | |
Balance at 1 January 2025 | 33,342 | 33,342 |
Change in estimate | (324) | (324) |
Depreciation charge for the period | (2,582) | (2,582) |
Balance at 31 December 2025 | 30,436 | 30,436 |
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
172 Notes to the Financial Information (Continued)
Lease liabilities
Maturity analysis - contractual undiscounted cash flows
Group | Company | |||
2025 | 2024 | 2025 | 2024 | |
£'000 | £'000 | £'000 | £'000 | |
| Maturity analysis - contractual undiscounted cash flows | ||||
Less than one year | 15,696 | 10,072 | 3,500 | 3,500 |
One to five years | 67,622 | 47,601 | 16,894 | 15,696 |
Six to ten years | 65,390 | 36,197 | 23,491 | 23,491 |
More than ten years | 17,022 | 21,917 | 8,840 | 13,538 |
Total undiscounted cash flows | 165,730 | 115,787 | 52,725 | 56,226 |
2025 | 2024 | 2025 | 2024 | |
£'000 | £'000 | £'000 | £'000 | |
| Lease liabilities included in the Statement of Financial Position | ||||
Current | 6,057 | 4,139 | 823 | 758 |
Non-current | 100,583 | 64,551 | 32,144 | 32,942 |
Total lease liabilities at 31 December | 106,640 | 68,690 | 32,967 | 33,700 |
2025 | 2024 | 2025 | 2024 | |
£'000 | £'000 | £'000 | £'000 | |
| Amounts recognised in statement of comprehensive income | ||||
Interest on lease liabilities | 8,334 | 5,343 | 2,742 | 2,330 |
Expense relating to short-term leases | 12 | 24 | - | - |
2025 | 2024 | 2025 | 2024 | |
£'000 | £'000 | £'000 | £'000 | |
| Amounts recognised in the statement of cash flows | ||||
Total cash outflow for leases | (12,392) | (10,068) | (3,500) | (3,500) |
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2025 | 2024 | |
£'000 | £'000 | |
NCI percentage | 0% | 10% |
Non-current assets | - | 60,113 |
Current assets | - | 10,451 |
Non-current liabilities | - | (20,594) |
Current liabilities | - | (15,560) |
Net assets | - | 34,410 |
Net assets attritutable to NCI | - | 3,441 |
Revenue | 1,306 | 3,290 |
Loss | (5,174) | (34,624) |
Other comprehensive expense | - | (384) |
Total comprehensive expense | (5,174) | (35,008) |
Profit allocated to NCI | (517) | (5,419) |
Other comprehensive expense allocated to NCI | - | (49) |
Cash flows from operating activities | (4,508) | (24,516) |
Cash flows from investment activities | - | (19,397) |
Cash flow from financing activities (dividends to NCI: nil) | (600) | 45,469 |
Net increase in cash and cash equivalents | (5,108) | 1,556 |
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
174 Notes to the Financial Information (Continued)
36 Business combinations
On 6 October 2025, the Group completed the acquisition of a gene therapy viral vector manufacturing facility
in Durham, NC. The acquisition expands the Group's viral vector manufacturing capabilities in the US up to
commercial-scale, increasing GMP capacity and enhancing end-to-end services across drug substance and
fill-finish for clients across North America.
Included in the identifiable assets and liabilities acquired at the date of acquisition are inputs, production
processes and an organised workforce. The Group has determined that together the acquired inputs and
processes contribute to the ability to create revenue. The Group has concluded that the acquired inputs and
processes constitute a business.
a. Consideration transferred: the business combination was completed solely through the transfer of cash
totaling £3.3 million. This represents the fair value of the consideration under IFRS 3.
Consideration transferred: | Dec 25 |
| £'000 | |
Cash consideration | 3,338 |
Total consideration transferred | 3,338 |
b. Acquisition related expenses: the Group incurred acquisition related legal, due diligence, tax and accounting
expenses of £1.3 million which is included in Administrative expenses.
c. Identifiable assets acquired and liabilities assumed:
| Book value | |||
| of acquired | Fair value of | ||
| Identifiable assets acquired and liabilities assumed: | net assets | Fair value adj | net assets |
£'000 | £'000 | £'000 | |
Property plant and equipment | 7,795 | 6,553 | 14,348 |
Right of use asset | - | 40,278 | 40,278 |
Inventory | 2,380 | (469) | 1,911 |
Lease liability | - | (40,278) | (40,278) |
Deferred tax liability | - | (3,004) | (3,004) |
Total identifiable net assets acquired: | 10,175 | 3,080 | 13,255 |
d. Gain on bargain purchase: this acquisition enables OXB to support late-stage programmes and commercial
launches from the US for new and existing clients worldwide, particularly in the AAV field. Conversely, the
vendors have been able to dispose of operations that were not profitable for them. As a result of the mutual
benefits of the transaction, the fair value of the net assets acquired is in excess of the fair value of the cash
transferred as consideration which has created a gain on bargain purchase.
The gain on bargain purchase arising from the acquisition has been recognised through the profit and loss in
other operating income as follows:
| Book value | |
| of acquired | |
| Gain on bargain purchase | net assets |
| £'000 | |
Consideration transferred | 3,338 |
Fair value of identifiable assets | 13,255 |
Gain on bargain purchase | 9,917 |
e. Impact of acquisition: During the year ended 31 December 2025, the acquisition has contributed £nil
revenue and pre-tax loss of £3.3 million. Had the acquisition taken place on 1 January 2025, then the revenue
contributed would have been £7.5 million more and a further £6.3 million loss.
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
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2025 | 2024 | |
Company: period-end balance of loan | £'000 | £'000 |
Loan to subsidiary : Oxford Biomedica (UK) Ltd | 290,966 | 276,290 |
Loan to subsidiary: Oxford Biomedica (US) Inc. | 3 | 3 |
38 Post balance sheet event
On 16 March 2026, the Board approved to draw down by 31 March 2026, a further $15 million under the
existing Oaktree loan facility, from the total principal amount of $125 million.
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
Independent auditors’ report to the members of
Oxford Biomedica plc
Report on the audit of the financial statements
Opinion
In our opinion, Oxford Biomedica plc’s group financial statements and company financial statements (the “financial
statements”):
● give a true and fair view of the state of the group’s and of the company’s affairs as at 31 December 2025 and of
the group’s loss and the group’s and company’s cash flows for the year then ended;
● have been properly prepared in accordance with UK-adopted international accounting standards as applied in
accordance with the provisions of the Companies Act 2006; and
● have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements, included within the Annual report and accounts 2025 (the “Annual
Report”), which comprise:
● the Consolidated and Company Statements of Financial Position as at 31 December 2025;
● the Consolidated Statement of Comprehensive Income for the year then ended;
● the Consolidated and Company Statements of Cash Flows for the year then ended;
● the Consolidated Statement of Changes in Equity for the year then ended;
● the Company Statement of Changes in Equity Attributable to Owners of the Parent for the year then ended;
and
● the notes to the financial statements, comprising material accounting policy information and other explanatory
information.
Our opinion is consistent with our reporting to the Audit Committee.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable
law. Our responsibilities under ISAs (UK) are further described in the Auditors’ responsibilities for the audit of the
financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
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Independence
We remained independent of the group in accordance with the ethical requirements that are relevant to our audit of
the financial statements in the UK, which includes the FRC’s Ethical Standard, as applicable to listed public interest
entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements.
To the best of our knowledge and belief, we declare that non-audit services prohibited by the FRC’s Ethical Standard
were not provided.
Other than those disclosed in Audit Committee Report, we have provided no non-audit services to the company or
its controlled undertakings in the period under audit.
Our audit approach
Overview
Audit scope
● We performed full scope audit procedures over three components of the Group that were significant due to risk
or size.
● We performed full scope audit procedures over the company for the purpose of the company opinion.
● This provided coverage of 100% of revenue, 100% of loss before tax, and 100% of net assets.
Key audit matters
● Impairment assessment of the assets of the Oxford Biomedica (US) LLC component (group)
● Fair value of property, plant
& equipment and right of use assets acquired through the acquisition of the
manufacturing facility in Durham (group)
● Stage of completion revenue recognition for incomplete batches (group)
● Impairment of investments and loans in subsidiaries (parent)
Materiality
● Overall group materiality: £1,687,000 (2024: £1,268,000) based on 1% of revenues (2024: three year average
revenue).
● Overall company materiality: £3,456,000 (2024: £2,938,000) based on 1% of total assets.
● Performance materiality: £1,097,000 (2024: £824,000) (group) and £2,247,000 (2024: £1,909,000)
(company).
The scope of our audit
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the
financial statements.
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Key audit matters
Key audit matters are those matters that, in the auditors’ professional judgement, were of most significance in the
audit of the financial statements of the current period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) identified by the auditors, including those which had the greatest effect
on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement
team. These matters, and any comments we make on the results of our procedures thereon, were addressed in the
context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.
This is not a complete list of all risks identified by our audit.
Fair value of property, plant & equipment and right of use assets acquired through the acquisition of the
manufacturing facility in Durham, Impairment of investments and loans in subsidiaries are new key audit matters
this year. 1) The Group and Company's ability to continue as a going concern, 2) Revenue recognition for the
batches manufactured under the new commercial contract, 3) Purchase price allocation for the Oxford Biomedica
(France) SAS acquisition, 4) Stage of completion revenue recognition for incomplete work orders, which were key
audit matters last year, are no longer included because of respectively, 1) the amount of audit effort required to
audit going concern was less, 2) The accounting for revenue recognition for batches manufactured under a new
commercial contract with a customer was assessed and concluded on in 2024, 3) the purchase price allocation
relating to Oxford Biomedica (France) SAS was concluded on in the prior year and 4) the size of individual work
orders was assessed as not being of such significance so as to give rise to a key audit matter on open fixed price
process development revenues. Otherwise, the key audit matters below are consistent with last year.
Key audit matter
How our audit addressed the key audit
matter
Impairment assessment of the assets of the Oxford Biomedica (US) LLC
component (group)
Refer to Note 2 Critical accounting judgements and estimates, Note 11
Intangible assets & goodwill and Note 12 Property, plant & equipment.
The audit procedures we performed to address this risk
are outlined below:
Under IAS 36 ‘Impairment of Assets’, an impairment indicator was
identified in regard to the Oxford Biomedica (US) LLC business. As such,
management performed their annual impairment assessment of the US
business as at 31 December 2025. The assessment was performed over
the Oxford Biomedica (US) LLC business as a whole as management
determined the business to represent a single cash generating unit
("CGU"). The impairment review contains a number of key estimates
such as the forecast cash-flows, EBITDA multiple, implied growth rates
and the discount rate.
1) Assessed the methodology and approach applied by
management in performing the impairment review,
including the identification of Oxford Biomedica (US)
LLC as a single CGU and ensured this was consistent
with the requirements of IAS 36 ‘Impairment of Assets’.
Management have calculated the recoverable amount of the CGU to be
the fair value less costs to sell for the business. Management compared
the present value of expected future cash flows to the asset value of the
CGU as at 31 December 2025 and concluded that no further impairment
was required.
2) Obtained management’s impairment assessment for
the CGU and ensured the discounted cash flow
calculation was mathematically accurate.
Given the size of the US CGU, the length over which forecasts are
prepared and the inherent estimation uncertainty and subjectivity
3) Tested the underlying data on which the impairment
assessment is based to underlying support where
appropriate.
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associated with forecast cash-flows, we consider this to be a key audit
matter.
4) Substantiated the EBITDA multiple used and the
implied longer term revenue growth rate assumptions
for the CGU through available market data.
5) Assessed the appropriateness of the forecast period
used to perform the impairment assessment.
6) Used our PwC valuation experts to assess the
appropriateness of the discount rate and EBITDA
multiple applied to the terminal cash-flows.
7) We assessed the adequacy of disclosures made in
the financial statements.
Fair value of property, plant & equipment and right of use assets
acquired through the acquisition of the manufacturing facility in Durham
(group)
Refer to Note 2 Critical accounting judgements and estimates and Note
36 Business Combinations.
The audit procedures we performed to address this risk
are outlined below:
In October 2025, the Group completed its acquisition of the
manufacturing site in Durham. The acquisition constitutes a business
combination under IFRS 3. Accordingly, management have had to
estimate the fair value of assets and liabilities acquired. The most
significant assets acquired relate to property, plant & equipment and right
of use assets with an estimated fair value of £14.3m and £40.3m
respectively.
1) We obtained management's assessment of the fair
value of property, planet & equipment acquired and
engaged our valuations team to assist us in determining
the appropriateness of management's fair value
adjustments.
Given the size of these assets which are highly material and the
estimation uncertainty when calculating the fair value of assets acquired
in a business combination, we consider this a key audit matter.
2) Regarding the fair value of the right of use assets, we
assessed the appropriateness of management's lease
liability calculation, in particular the incremental
borrowing rate (IBR) applicable to the lease.
3) Verified existence of fixed assets acquired and
obtained lease agreement to substantiate the terms
under which the right of use asset was acquired.
4) We assessed the adequacy of disclosures made in
the financial statements.
Stage of completion revenue recognition for incomplete batches (group)
Refer to Note 2 Critical accounting judgements and estimates.
The audit procedures we performed to address this risk
are outlined below:
Bioprocessing revenue is recognised on a percentage of completion
basis over time as the processes are carried out. Revenue is recognised
based on the progress towards verifiable stages of the bioprocessing
process. The percentage of completion assigned to each verifiable stage
of the bioprocessing process requires estimation in terms of an
assessment of the underlying cost base of each stage of production. The
value of the revenue recognised on these work orders through to 31
December 2025 with regards to the bioprocessing batches which remain
in progress at year end is £49m (2024: £39.4m).
1) We obtained management’s revenue recognition
paper for bioprocessing batches with respect to the key
estimate being underlying batch cost split by phase,
agreed this to supporting evidence and challenged
management on the allocation of costs between
different phases of the process.
The recognition of this revenue stream involves significant estimation
uncertainty and subjectivity and is therefore considered a key audit
matter.
2) We assessed the changes to the percentage of
completion for each stage of a batch compared to prior
year, understood the rationale for key changes and ran
appropriate sensitivities to confirm that management’s
percentages were reasonable.
3) We attended the last pre year-end and two post year-
end batch review meetings of 2025 and 2026
respectively to corroborate the status of each open
batch at year-end.
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4) We obtained evidence of the stage of completion for
a sample of batches and independently recalculated the
stage of completion.
5) We assessed the adequacy of disclosures made in
the financial statements.
Impairment of investments and loans in subsidiaries (parent)
Refer to Note 2 Critical accounting judgements and estimates and Note
13 Investments in and loans to subsidiary undertakings
The audit procedures we performed to address this risk
are outlined below:
As at 31 December 2025, the company held investments and loans in
subsidiaries with a carrying value of £279.6m (2024: £243.6m). There is
a risk that the recoverable amount of investments held at 31 December
2025 falls below their current carrying value and that the loans in
subsidiaries are not recoverable. Based on management's assessment,
no further impairment of investments in and loans to subsidiary
undertakings have been identified.
1) We discussed with management the basis of their
impairment review, the cash flow forecasts and fair
value models.
Due to the inherent uncertainty involved in forecasting and discounting
future cash flows, and the materiality of the balances in the context of the
parent company financial statements, this is considered to be the area
that has the greatest potential for material misstatement for the parent
company audit.
2) Tested management's detailed fair value models,
supported by PwC Valuation experts, and challenged
management's key assumptions, including but not
limited to, EBITDA multiples, revenue growth rates,
discount rates and implied long term growth rates.
3) We assessed the adequacy of disclosures made in
the financial statements.
How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the
financial statements as a whole, taking into account the structure of the group and the company, the accounting
processes and controls, and the industry in which they operate.
In the year ended 31 December 2025, the group operated across the UK, Europe and United States. We have scoped
three entities within the group as significant due to risk or size; Oxford Biomedica (UK) Limited, Oxford Biomedica
(US) LLC and Oxford Biomedica (France) SAS. Work performed over Oxford Biomedica (UK) Limited has been
performed by the Group audit team, whilst work over the Oxford Biomedica (US) LLC component was performed by
our US component auditor and work over the Oxford Biomedica (France) SAS component was performed by a French
component auditor.
For the work performed by the component auditors, we determine the appropriate level of involvement we needed
to have in that audit work to ensure we could conclude that sufficient appropriate audit evidence had been obtained
for the Group financial statements as a whole. We issued written instructions to the component auditors and held
regular communications with them throughout the audit cycle. The Group Engagement Leader and team visited the
US and France during the audit to provide additional direction to the component teams and attended the audit close
meetings for both components. A working paper review was also performed over the significant risk areas together
with additional workpapers based on engagement team judgement.
In addition, we performed full scope audit procedures over the company for the purpose of the company opinion.
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Based on the detailed audit work performed across the Group, we have gained coverage of 100% of revenue, 100%
of loss before tax, and 100% of net assets.
The impact of climate risk on our audit
As part of our audit we made enquiries of management to understand the extent of the potential impact of climate
risk on the group’s and company’s financial statements, and we remained alert when performing our audit
procedures for any indicators of the impact of climate risk. For example, we challenged management on the impact
of any climate related risks when performing our procedures over cash-flow forecasts, ultimately concurring with
management that this is not a material risk.
Materiality
The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for
materiality. These, together with qualitative considerations, helped us to determine the scope of our audit and the
nature, timing and extent of our audit procedures on the individual financial statement line items and disclosures
and in evaluating the effect of misstatements, both individually and in aggregate on the financial statements as a
whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
Financial statements - group
Financial statements - company
Overall
materiality
£1,687,000 (2024: £1,268,000).
£3,456,000 (2024: £2,938,000).
How we
determined it
1% of revenues (2024: three year average revenue)
1% of total assets
Rationale for
benchmark
applied
Based on the benchmarks used in the annual report,
revenue is considered to be the primary measure used by
shareholders in assessing the performance of the group
and is a key performance indicator. We have moved from
a three year average revenue benchmark to a single year
revenue benchmark given the business is now a pure-play
CDMO and current revenues more accurately reflect the
underlying business.
We believe that a total asset
benchmark is appropriate given
that the company does not
generate revenues of its own and
is a holding company for
subsidiaries within the group.
For each component in the scope of our group audit, we allocated a materiality that is less than our overall group
materiality. The range of materiality allocated across components was £933,000 to £1,606,000. Certain components
were audited to a local statutory audit materiality that was also less than our overall group materiality.
We use performance materiality to reduce to an appropriately low level the probability that the aggregate of
uncorrected and undetected misstatements exceeds overall materiality. Specifically, we use performance materiality
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in determining the scope of our audit and the nature and extent of our testing of account balances, classes of
transactions and disclosures, for example in determining sample sizes. Our performance materiality was 65% (2024:
65%) of overall materiality, amounting to £1,097,000 (2024: £824,000) for the group financial statements and
£2,247,000 (2024: £1,909,000) for the company financial statements.
In determining the performance materiality, we considered a number of factors - the history of misstatements, risk
assessment and aggregation risk and the effectiveness of controls - and concluded that an amount in the middle of
our normal range was appropriate.
We agreed with the Audit Committee that we would report to them misstatements identified during our audit above
£169,000 (group audit) (2024: £126,800) and £346,000 (company audit) (2024: £293,000) as well as
misstatements below those amounts that, in our view, warranted reporting for qualitative reasons.
Conclusions relating to going concern
Our evaluation of the directors’ assessment of the group's and the company’s ability to continue to adopt the going
concern basis of accounting included:
● Testing the mathematical integrity of the cash flow forecasts and assessing management’s historical forecasting
accuracy.
● Assessing the completeness and accuracy of costs included within the cash flow forecasts based on historical
expenditure and committed future costs.
● Considering the appropriateness of revenues retained in management's downside scenario including agreeing a
sample of committed revenues to supporting work orders and assessing the reasonableness of uncommitted
revenues retained based on historic conversion rates of such revenues into actual revenue.
● Considering compliance with debt covenants for the Group's loan arrangement with Oaktree and assessing the
availability of additional drawdowns.
Based on the work we have performed, we have not identified any material uncertainties relating to events or
conditions that, individually or collectively, may cast significant doubt on the group's and the company’s ability to
continue as a going concern for a period of at least twelve months from when the financial statements are authorised
for issue.
In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of
accounting in the preparation of the financial statements is appropriate.
However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the
group's and the company's ability to continue as a going concern.
In relation to the directors’ reporting on how they have applied the UK Corporate Governance Code, we have nothing
material to add or draw attention to in relation to the directors’ statement in the financial statements about whether
the directors considered it appropriate to adopt the going concern basis of accounting.
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Our responsibilities and the responsibilities of the directors with respect to going concern are described in the
relevant sections of this report.
Reporting on other information
The other information comprises all of the information in the Annual Report other than the financial statements and
our auditors’ report thereon. The directors are responsible for the other information. Our opinion on the financial
statements does not cover the other information and, accordingly, we do not express an audit opinion or, except to
the extent otherwise explicitly stated in this report, any form of assurance thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in
doing so, consider whether the other information is materially inconsistent with the financial statements or our
knowledge obtained in the audit, or otherwise appears to be materially misstated. If we identify an apparent material
inconsistency or material misstatement, we are required to perform procedures to conclude whether there is a
material misstatement of the financial statements or a material misstatement of the other information. If, based on
the work we have performed, we conclude that there is a material misstatement of this other information, we are
required to report that fact. We have nothing to report based on these responsibilities.
With respect to the Strategic report and Directors' Report, we also considered whether the disclosures required by
the UK Companies Act 2006 have been included.
Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain
opinions and matters as described below.
Strategic report and Directors' Report
In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic report
and Directors' Report for the year ended 31 December 2025 is consistent with the financial statements and has been
prepared in accordance with applicable legal requirements.
In light of the knowledge and understanding of the group and company and their environment obtained in the course
of the audit, we did not identify any material misstatements in the Strategic report and Directors' Report.
Directors' Remuneration
In our opinion, the part of the Directors' Remuneration Report to be audited has been properly prepared in
accordance with the Companies Act 2006.
Corporate governance statement
The Listing Rules require us to review the directors’ statements in relation to going concern, longer-term viability
and that part of the corporate governance statement relating to the company’s compliance with the provisions of the
UK Corporate Governance Code specified for our review. Our additional responsibilities with respect to the corporate
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governance statement as other information are described in the Reporting on other information section of this
report.
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, and we have nothing material to add or draw attention to in relation to:
● The directors’ confirmation that they have carried out a robust assessment of the emerging and principal risks;
● The disclosures in the Annual Report that describe those principal risks, what procedures are in place to
identify emerging risks and an explanation of how these are being managed or mitigated;
● The directors’ statement in the financial statements about whether they considered it appropriate to adopt the
going concern basis of accounting in preparing them, and their identification of any material uncertainties to the
group’s and company’s ability to continue to do so over a period of at least twelve months from the date of
approval of the financial statements;
● The directors’ explanation as to their assessment of the group's and company’s prospects, the period this
assessment covers and why the period is appropriate; and
● The directors’ statement as to whether they have a reasonable expectation that the company will be able to
continue in operation and meet its liabilities as they fall due over the period of its assessment, including any
related disclosures drawing attention to any necessary qualifications or assumptions.
Our review of the directors’ statement regarding the longer-term viability of the group and company was
substantially less in scope than an audit and only consisted of making inquiries and considering the directors’ process
supporting their statement; checking that the statement is in alignment with the relevant provisions of the UK
Corporate Governance Code; and considering whether the statement is consistent with the financial statements and
our knowledge and understanding of the group and company and their environment obtained in the course of the
audit.
In addition, based on the work undertaken as part of our audit, we have concluded that each of the following
elements of the corporate governance statement is materially consistent with the financial statements and our
knowledge obtained during the audit:
● The directors’ statement that they consider the Annual Report, taken as a whole, is fair, balanced and
understandable, and provides the information necessary for the members to assess the group’s and company's
position, performance, business model and strategy;
● The section of the Annual Report that describes the review of effectiveness of risk management and internal
control systems; and
● The section of the Annual Report describing the work of the Audit Committee.
We have nothing to report in respect of our responsibility to report when the directors’ statement relating to the
company’s compliance with the Code does not properly disclose a departure from a relevant provision of the Code
specified under the Listing Rules for review by the auditors.
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Responsibilities for the financial statements and the audit
Responsibilities of the directors for the financial statements
As explained more fully in the Statement of Directors’ responsibilities in respect of the Annual report and accounts,
the directors are responsible for the preparation of the financial statements in accordance with the applicable
framework and for being satisfied that they give a true and fair view. The directors are also responsible for such
internal control as they determine is necessary to enable the preparation of financial statements that are free from
material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the group’s and the company’s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless the directors either intend to liquidate the group or the company or to cease
operations, or have no realistic alternative but to do so.
Auditors’ responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with
ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in
line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including
fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
Based on our understanding of the group and industry, we identified that the principal risks of non-compliance with
laws and regulations related to The Listing Rules, applicable tax legislation, The UK Corporate Governance Code
2018, and Companies Act 2006, and we considered the extent to which non-compliance might have a material effect
on the financial statements. We evaluated management’s incentives and opportunities for fraudulent manipulation
of the financial statements (including the risk of override of controls), and determined that the principal risks were
related to posting inappropriate journal entries, either in the underlying books and records or as part of the
consolidation process, and management bias in accounting estimates. The group engagement team shared this risk
assessment with the component auditors so that they could include appropriate audit procedures in response to such
risks in their work. Audit procedures performed by the group engagement team and/or component auditors
included:
● Discussions with management and the Group’s legal team, including consideration of known or suspected
instances of non-compliance with laws and regulations and fraud.
● Review of the component auditor's working papers and attendance of component auditor clearance meetings.
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● Challenging assumptions and judgements made by management in their significant accounting judgements and
estimates that involve considering future events that are inherently uncertain or that may be subject to
management bias. In particular, we focused our work on management’s impairment assessment of the US
business, estimates and judgments relating to revenue and estimates relating to the fair value of property, plant
& equipment and right of use assets acquired through the acquisition of the manufacturing facility in Durham.
● Identifying and testing journal entries, in particular any journal entries posted with unusual account
combinations relevant to our fraud risks.
● Testing all material consolidation adjustments to ensure these were appropriate in nature and magnitude.
There are inherent limitations in the audit procedures described above. We are less likely to become aware of
instances of non-compliance with laws and regulations that are not closely related to events and transactions
reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher
than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example,
forgery or intentional misrepresentations, or through collusion.
Our audit testing might include testing complete populations of certain transactions and balances, possibly using
data auditing techniques. However, it typically involves selecting a limited number of items for testing, rather than
testing complete populations. We will often seek to target particular items for testing based on their size or risk
characteristics. In other cases, we will use audit sampling to enable us to draw a conclusion about the population
from which the sample is selected.
A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website
at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors’ report.
Use of this report
This report, including the opinions, has been prepared for and only for the company’s members as a body in
accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these
opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown
or into whose hands it may come save where expressly agreed by our prior consent in writing.
Other required reporting
Companies Act 2006 exception reporting
Under the Companies Act 2006 we are required to report to you if, in our opinion:
● we have not obtained all the information and explanations we require for our audit; or
● adequate accounting records have not been kept by the company, or returns adequate for our audit have not
been received from branches not visited by us; or
● certain disclosures of directors’ remuneration specified by law are not made; or
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● the company financial statements and the part of the Directors' Remuneration Report to be audited are not in
agreement with the accounting records and returns.
We have no exceptions to report arising from this responsibility.
Appointment
We were first appointed by the company for the financial year ended 31 December 2023. Our uninterrupted
engagement covers 3 financial years.
Other matter
The company is required by the Financial Conduct Authority Disclosure Guidance and Transparency Rules to
include these financial statements in an annual financial report prepared under the structured digital format
required by DTR 4.1.15R - 4.1.18R and filed on the National Storage Mechanism of the Financial Conduct
Authority. This auditors’ report provides no assurance over whether the structured digital format annual financial
report has been prepared in accordance with those requirements.
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
Reading
26 March 2026
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189
Strategic reportCorporate GovernanceFinancial statementsOther information
Glossary
OXB specific terminology
LentiVector
TM
platform
OXB’s LentiVector™ platform technology is an
advanced lentiviral vector based gene delivery system
which is designed to overcome the safety and delivery
problems associated with earlier generations of vector
systems. The technology can stably deliver genes into
cells with up to 100% efficiency and can integrate
genes into non-dividing cells including neurons in
the brain and retinal cells in the eye. In such cell
types, studies suggest that gene expression could
be maintained indefinitely. The LentiVector
TM
platform
technology also has a larger capacity than most
other vector systems and can accommodate multiple
therapeutic genes.
InAAVate
TM
platform
OXB's AAV platform, which offers a proprietary
‘plug and play’ Dual-Plasmid system for transient
transfection, as well as a standard triple transfection
system for AAV-based gene therapies. The inAAVate™
platform has demonstrated cell culture titre to over
1E15 vg/L for multiple serotypes across multiple
genomes and shown an increase in AAV vector
productivity and quality with >50% full capsids in the
bioreactor and >90% full capsids in the final drug
substance. The Dual-Plasmid system, together with
the Group's proprietary transfection process has been
successfully scaled up to 2,000L with multiple GMP
runs at 500L scale and represents a high-quality
platform with industry-leading productivity to enable
successful AAV product development.
Company
Oxford Biomedica plc
CET
Corporate Executive Team
ESGR Committee
Environment, Social, Governance and Risk Committee
GTIC
Global Technical and Innovation Committee
IPMC
Intellectual Property Management Committee
ITEB
Innovation and Technology Excellence Board
Management
CET and the senior leaders of the business.
OXB or Group
Oxford Biomedica plc and its subsidiaries
OXB UK
Oxford Biomedica (UK) Limited
OXB US
Oxford Biomedica (US) LLC
OXB US Inc
Oxford Biomedica (US) Inc
OXB France
Oxford Biomedica (France) SAS
OXB Ireland
Oxford Biomedica (Ireland) Limited
STAC
Science and Technology Advisory Committee
TetraVecta
TM
system
OXB's4
th
generation lentiviral vector delivery system,
which allows for higher quality, potency, safety,
expression level and packaging capacity
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
190 Glossary (Continued)
Terminology not specific to OXB
ABAC
Anti-bribery and corruption
Adeno-associated viral vectors (AAV)
AAV based vectors are small and are generally
administered directly to patients into target tissues
or into the blood. They allow expression of the
therapeutic protein in cells that generally do not divide
such as in the liver, the brain or eye.
Adenoviral vectors (Adeno)
Adenoviral based vectors are often used to make
vaccines to combat pathogens (such as the
adenovirus-based Oxford AstraZeneca COVID-19
vaccine). They work by expressing a protein
in the vaccine recipient's cells to generate an
immune response.
AGM
Annual General Meeting
AI
Artificial Intelligence
BMS
Bristol Myers Squibb
Briarwood
Briarwood Chase Management LLC
CAGR
Compound Annual Revenue Growth
CAR-T therapy
Adoptive transfer of T cells expressing Chimeric
Antigen Receptors (CAR) is an anti-cancer therapeutic
as CAR modified T cells can be engineered to target
virtually any tumour associated antigen.
CDMO (Contract Development and
Manufacturing Organisation)
A CDMO is a company that serves other companies
in the pharmaceutical industry on a contract
basis to provide comprehensive services from drug
development through to drug manufacturing.
Cell therapy
Cell therapy is defined as the administration of live
whole cells in a patient for the treatment of a disease
often in an ex vivo setting.
CMC
Chemistry, Manufacturing and Controls
CNS
Central Nervous system
DBP
Deferred Bonus Plans
DNA
Deoxyribonucleic acid (DNA) is a molecule that carries
genetic information.
EAC
Energy Attribute Certificates
EDI
Equality, Diversity and Inclusion
EBT
Employee Benefit Trust
ex vivo
Latin term used to describe biological events that take
place outside the bodies of living organisms.
FDA
The Food and Drug Administration
Gene therapy
Gene therapy is the use of DNA to treat disease by
delivering therapeutic DNA into a patient's cells which
can be in an ex vivo or in vivo setting. The most
common form of gene therapy involves using DNA
that encodes a functional, therapeutic gene to replace
a mutated gene.
GHG
Greenhouse Gas
GxP, GMP, GCP, GLP
GxP is a general term for Good (Anything) Practice.
Good Manufacturing Practice (GMP), Good Clinical
Practice (GCP) and Good Laboratory Practice (GLP) are
the practices required to conform to guidelines laid
down by relevant agencies for manufacturing, clinical
and laboratory activities.
H & S
Health and safety
HVAC
Heating ventilation and air conditioning system
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Institut Mérieux
Institut Mérieux SA
IP
Intellectual Property (IP) refers to creative work which
can be treated as an asset or physical property.
Intellectual property rights fall principally into four
main areas; copyright, trademarks, design rights
and patents.
in vivo
Latin term used to describe biological events that take
place inside the bodies of living organisms.
lentiviral vectors
Lentiviral based vectors integrate into patients’ cells
and give rise to long term expression and can be
used in both dividing and non-dividing cells, to treat
conditions such as immunodeficiencies or cancer
through CAR-T therapy.
M & A
Mergers and acquisitions
MVA
Modified Vaccinia Ankara
Novo
Novo Holdings A/S
Oaktree
Oaktree Capital Management, L.P.
OxLEP
Oxfordshire Local Enterprise Partnership
Q32
Q32 Bio, Inc.
QA
Quality Assurance
QP
Qualified Person
R&D
Research and Development
RCP
Representative Concentration Pathway
RSU
Restricted Stock Units
SBT
Science-Based Targets
SBTI
Science-Based Targets initiative
SECR
Streamlined Energy and Carbon Reporting
SOP
Standard Operating Procedures
SSP2
Shared Socioeconomic Pathway 2
TCFD
Task Force on Climate-Related Financial Disclosures
TSR
Total Shareholder return
UK Corporate Governance Code 2024
The UK Corporate Governance Code, published
by the UK Financial Reporting Council, which sets
out standards of good practice in relationship to
board leadership and effectiveness, remuneration,
accountability and relations with shareholders.
UK Listing Rules
UK Listing rules made by the Financial Conduct
Authority pursuant to section 73A (2) of the UK
Financial Services and Markets Act 2000, as amended
from time to time.
Viral vectors
Are tools commonly based on viruses used by
molecular biologists to deliver genetic material
into cells.
VVMF
Viral Vector Manufacturing Facility
WEP
Workforce Engagement Panel
WBCSD
The World Business Council for
Sustainable Development
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192 Glossary (Continued)
WRI
World Resources Institute
Definitions of GAAP and non-GAAP measures
Adjusted Operating expenses
Being Operating expenses before Depreciation,
Amortisation and share based payments and the
revaluation of investments.
capex
Purchase of long term physical or fixed assets which
deliver an economic benefit beyond the current
financial year.
CGU
Cash Generating Unit
Cash burn
Cash burn is net cash generated from operations plus
net interest paid plus capital expenditure.
FVLCOD
Fair value less costs of disposal
FVOCI
Fair value through Other Comprehensive Income
FVTPL
Fair Value through Profit and loss
IAS
International Accounting Standards
IBR
Incremental Borrowing Rate
NCI
Non-controlling Interest
NI
National Insurance
NBV
Net Book Value
OCI
Other comprehensive income
Operating EBITDA
Earnings Before Interest, Tax, Depreciation,
Amortisation, revaluation of investments and assets
at fair value through profit and loss and share based
payments is a non-GAAP measure often used as a
surrogate for operational cash flow as it excludes from
operating profit or loss all non-cash items, including
the charge for share based payments. However,
deferred bonus share option charges are not added
back to operating profits in the determination of
Operating EBITDA as they may be paid in cash upon
the instruction of the Remuneration Committee.
RDEC
Research and Development Expenditure Credit
SOFR
Secured Overnight Financing Rate
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Strategic reportCorporate GovernanceFinancial statementsOther information
Advisers and contact details
Advisers
Joint Corporate Broker
RBC Europe Limited
100 Bishopsgate
London EC2N 4AA
Financial Adviser and Joint
Corporate Broker
Jefferies International Limited
100 Bishopsgate
London
EC2N 4JL
Financial and
Corporate Communications
ICR Healthcare
85 Gresham St
London EC2V 7NQ
Registered Independent Auditors
PricewaterhouseCoopers LLP
1 Station Hill
Reading RG1 1LN
Solicitors
Cooley (UK) LLP
22 Bishopsgate
London EC2N 4BQ
Registrars
MUFG Corporate Markets
(previously known as Link Group)
29 Wellington Street
Leeds LS1 4DL
Group Company Secretary and
Registered Office
Natalie Walter
Windrush Court
Transport Way
Oxford OX4 6LT
Tel: +44 (0) 1865 783 000
enquiries@oxb.com
www.oxb.com
Contact Details
Oxford Biomedica plc
Windrush Court
Transport Way
Oxford
OX4 6LT
United Kingdom
Tel: +44 (0) 1865 783 000
www.oxb.com
Oxford Biomedica PLC | Annual Report and Accounts 2025 |
Oxford Biomedica plc
Windrush Court, Transport Way
Oxford OX4 6LT, United Kingdom
Tel: +44 (0) 1865 783 000
enquiries@oxb.com
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