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REGISTERED NUMBER: 08916044 (England and Wales)













GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTOR AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2024

FOR

STEMCELL TECHNOLOGIES UK LIMITED

STEMCELL TECHNOLOGIES UK LIMITED (REGISTERED NUMBER: 08916044)






CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS
for the Year Ended 30 June 2024




Page

Company Information 1

Group Strategic Report 2

Report of the Director 8

Report of the Independent Auditors 9

Consolidated Statement of Profit or Loss 13

Consolidated Statement of Profit or Loss and Other
Comprehensive Income

14

Consolidated Statement of Financial Position 15

Company Statement of Financial Position 17

Consolidated Statement of Changes in Equity 19

Company Statement of Changes in Equity 20

Consolidated Statement of Cash Flows 21

Company Statement of Cash Flows 22

Notes to the Statements of Cash Flows 23

Notes to the Consolidated Financial Statements 24


STEMCELL TECHNOLOGIES UK LIMITED

COMPANY INFORMATION
for the Year Ended 30 June 2024







DIRECTOR: A C Eaves





REGISTERED OFFICE: Building 7100, Cambridge Research Park
Beach Drive
Waterbeach
Cambridge
Cambridgeshire
CB25 9TL





REGISTERED NUMBER: 08916044 (England and Wales)





AUDITORS: Oury Clark Chartered Accountants
Statutory Auditors
Herschel House
58 Herschel Street
Slough
Berkshire
SL1 1PG

STEMCELL TECHNOLOGIES UK LIMITED (REGISTERED NUMBER: 08916044)

GROUP STRATEGIC REPORT
for the Year Ended 30 June 2024

The director presents the strategic report for the year ended 30 June 2024.

PRINCIPAL ACTIVITIES

STEMCELL Technologies provides over 2500 high-quality cell culture media, cell separation technologies, instruments, accessory products, and services to scientists around the world working on stem cell, immunology, cancer, regenerative medicine, and cellular therapy research. We are dedicated to improving lives by advancing knowledge and scientific discovery, fostering inclusion in science, technology, engineering, and math (STEM), and investing in sustainability and corporate social responsibility. Rooted in scientific expertise and rigor, we are a company of Scientists Helping Scientists, and we care deeply about making the world a better place.


BUSINESS PERFORMANCE

For the year ended 30 June 2024, turnover was £63,247k (2023: £62,550k), gross profit was £26,671k (2023: £22,644k), and net profit for the year was £3,432k (2023: £1,470k).

The company's activity and turnover growth over the fiscal year 2024 did not meet expectations due to:
- Inflation which leads to high interest rates, preventing Biotech & Pharma companies from taking risks and leading them to reduce the amount of their orders to a minimum as well as their commitment to long-term projects.
- A reduced equity financing capacity compared to the importance of venture capital investments from which biotechnology companies had benefited until the second quarter of 2022. This had also allowed STEMCELL to generate, thanks to this clientele, unusually high-income levels, from the post-Covid period until the last fiscal year.

These two main effects led to a depressed market for STEMCELL this financial year and to a turnover growth of 1%. As a reminder, in the four past years (FY21 to FY24) STEMCELL revenue has grown on average about 21% confirming the potential of the biotechnology market even if it can appear more unpredictable recently.

In this context, the massive investments made by the company during the 2022 and 2023 financial years, particularly in its talents (hiring and salary increases), in the development of products for clinical applications, in digital projects (website, system of SAP internal information etc.) and in its buildings, have weighed on its competitiveness.

From the middle of the financial year, the company tried to compensate for it, through temporary saving measures such as stopping recruitment, reducing industrial investments and operational expenses (training, business travel, training etc.). It has also adapted its strategy to address its market more effectively via:
- Improving strategic processes through automation and digitalization. The company has implemented an interdepartmental sales and operations (S&OP) process to improve the accuracy of quantitative forecasts in the future and thus optimize costs. It will also continue to develop new features on its e-commerce platforms in order to improve the customer experience and finally increasingly integrate artificial intelligence into its commercial workflow.
- Optimization of sales functions. The sales team will notably strengthen its presence in the field and equip itself with a market basket analysis tool to increase the diversification of products purchased by existing customers.
- Segmentation of the commercial approach. It will be oriented by customer type and by country to anticipate and thus respond more quickly to needs. It will focus on expertise markets (pluripotent stem cells, organoids, immunology, primary cells), always better integrating new innovative products highly anticipated on the market such as eTeSR and Immunocult.

The company will also continue its efforts in the areas already developed during previous years, which are: the enrichment of its range of GMP grade products, the improvement of its logistics chain in Europe and the adaptation of its processes to make them ever more respectful of the environment.

STEMCELL has been a recipient of Canada's Best Managed Companies award since 2019. This award is one of Canada's top recognitions in business and is given to celebrate excellence across all aspects of management, from financial performance through strategy, capability, and commitment.

KEY PERFORMANCE INDICATORS
Stemcell measures its performance using a number of key performance indicators, including turnover, gross profit, and net income. The Director reviews the monthly Management Package to ensure company performance is in line with the Operating Plan.


STEMCELL TECHNOLOGIES UK LIMITED (REGISTERED NUMBER: 08916044)

GROUP STRATEGIC REPORT
for the Year Ended 30 June 2024

Management closely monitors the following non-financial KPIs:

- Employee engagement rate: An important tool used within STEMCELL is the employee engagement survey that allows STEMCELL leadership to receive feedback from all employees on how leadership is performing, the culture of the company and the working environment. The results of these surveys are reviewed by the director and converted into actions across different teams and leaders in the organization. The 2024 Annual Employee Engagement Survey results showed an 81% engagement score, which is 8% above the global benchmark and 5% above the industry average.

- Customer experience: another important tool used within STEMCELL is the customer experience survey. The last one was sent at the beginning of this financial year during June, July and August 2023. At STEMCELL, we work hard to maintain strong links to academia and industry so that we remain at the cutting edge of science and technology. Listening to those who use our products and services, and seeking better ways to help them is our highest priority. We are passionate about the pursuit of scientific knowledge, and we want to support research every step of the way by providing the highest quality products and sharing our technical and scientific expertise through training courses and personalized technical support.

- Order fulfillment percentage: Stemcell's European entities are mainly distributing companies whose performance can be accessed by the Order Fulfillment percentage. It determines if a sales order item was shipped to the Customer within 24 hours of the Expected Shipment Date. This percentage in Europe was 93,3% in FY24 vs 93,1% in FY23.

PRINCIPAL RISKS AND UNCERTAINTIES

Market and Competition risk - The group is exposed to normal market and competition risks and manages these by concentrating on its strengths. We develop our product lines to support entire experimental workflows, from cell isolation through characterization, expansion, differentiation, maintenance and storage, and are always looking for ways to further support our customers through training, knowledge and new products. We are confident of our long-term competitive edge due to our continuous investment in R&D and by following an aggressive IP strategy.

Currency, Financial & Liquidity risk - The group is exposed to currency fluctuation, which is primarily related to the value of the EUR as compared to the GBP and USD. The Company has access to a £600k credit facility, of which 100% remains undrawn. The Company has also access to other cash resources should they be required.

Regulatory risk - The group minimizes regulatory risk by training key personnel and appointing external experts where appropriate, to assess any potential noncompliance. Legal counsel is used regularly for clarification on regulatory requirements.

MODERN SLAVERY

Treating everyone fairly and with respect is fundamental, and we take a zero-tolerance approach to discrimination and unacceptable behavior. This philosophy extends to every person we work with, which means treating suppliers fairly and as partners in our success. We also recognize that modern slavery is a global crisis and that human trafficking and forced, bonded, and child labor exist within commercial supply chains. The nature of our business and global footprint means that we risk exposure to such practices, which is why we are steadfast in our commitment to identify and address human rights concerns across our operations, supply chain, and customer and client relationships. We have published our modern slavery report dated May 31, 2024 on our website (https://www.stemcell.com/our-responsibility). It constitutes STEMCELL's modern slavery reporting statement for the financial year ending June 30, 2024 and is intended to provide our customers, partners, and regulatory authorities with information on the human rights and modern slavery risks that we have identified, and the systems and controls that we have implemented to prevent or limit these risks in our supply chain.

GREENHOUSE GAS EMISSIONS, ENERGY CONSUMPTION AND ENERGY EFFICIENCY

STEMCELL in Europe incurs most of its energy for its facilities in Cambridge UK and Saint-Egreve France. These consumptions are the following:






STEMCELL TECHNOLOGIES UK LIMITED (REGISTERED NUMBER: 08916044)

GROUP STRATEGIC REPORT
for the Year Ended 30 June 2024




FY24

FY24

FY23

FY23
Name and description In kWh In CO2/tonne In kWh In CO2/tonne
Electricity 965,272 110 834,752 107
Gas 298,175 57 334,841 65
Total 1,263,446 167 1,169,593 171
Intensity ratio (Kg CO2/m2) 49.90096 51.2695

Energy consumption information in kWh was collected from electricity and gas bills. Then it was converted into tonnes of carbon dioxide equivalents using most official emission factor found per country and in particular the DECC/Defra's greenhouse gas conversion factors for UK.

The intensity ratio reflects a big part of Stemcell's activity being storing product and lab work, both requiring space.

Information regarding fuel consumption for the purposes of transport could not be provided as this is controlled by the larger group.

Information about energy efficiency action taken in the organisation's financial year

The Group's products are mainly coming from STEMCELL Canadian facilities and their Environmental Management System (EMS), first granted ISO 14001 certification in Fiscal Year 2022, was recertified in 2023 and 2024 after a rigorous third-party audit. As detailed in our annual sustainability report, we measure our environmental performance under four key impact areas which are: climate, waste, water, in addition to energy. This fiscal year, in our global climate approach, our EMS Executive Management Team set a goal to reduce Scope 1 (direct greenhouse gas emissions that occur from sources controlled or owned by our organization) and 2 (emissions associated with purchased electricity) carbon intensity per unit revenue by 50% compared to our Fiscal Year 2023 baseline. We are proud to report we surpassed our target, achieving a 65% overall reduction in global Scope 1 and 2 carbon intensity. This reduction was predominantly driven by our substantial investment in transitioning from conventional to renewable natural gas in our British Columbia-based facilities, which themselves showed a 77% reduction in Scope 1 and 2 carbon intensity.

Concerning the energy area, we made significant progress transitioning to sustainable energy sources this year and are proud to report that 90% of our global facilities are powered by renewable energy. All of our facilities in British Columbia where we are headquartered use hydroelectric power, and this year, we switched from conventional natural gas to renewable natural gas at four of our six British Columbia facilities. Our offices in France, Germany, and the UK run on 98-100% renewable electricity, and we are investigating further opportunities to complete our clean energy transition across our global facilities.

It is clear that environmental protection and sustainability practices have quickly become part of its company culture. According to its most recent Annual Employee Engagement Survey, 83% of employees agree or strongly agree that "STEMCELL is committed to protecting the environment" - This is a 6% increase over last year's score and 9% above the global benchmark of 75%.

STEMCELL currently offers electric vehicle (EV) charging stations at facilities in France and the UK to help employees decarbonize their commutes.

Likely consequences of decisions in the long term
All corporate initiatives are outlined in goals that are set and reviewed quarterly and annually at the corporate, departmental and employee level. These goals define priorities and assign accountability, which drives a fast-paced environment. Decisions are made with careful consideration by members of the executive team, a group that is focused on making the highest quality products while keeping our customers' needs front and center and retaining equity in the company. By not being beholden to outside shareholders, the Company remains focused on long-term growth and on science, customer relationships and employee development.

Interests of the company's employees
The Director places considerable value on the involvement of the Company's employees and continue to keep everyone informed on matters affecting them as employees of the Company. This is achieved through a range of methods including formal communication briefings, Company wide emails, the company internal website and official notice boards.

STEMCELL TECHNOLOGIES UK LIMITED (REGISTERED NUMBER: 08916044)

GROUP STRATEGIC REPORT
for the Year Ended 30 June 2024


To ensure we provide a safe and inclusive workplace where employees feel a sense of belonging and purpose, we work to nurture our culture of Scientists Helping Scientists by cultivating value, connection, open dialogue, learning, accountability, and safety throughout our organization. To understand and continuously improve our employees' experience, we conduct our Annual Employee Engagement Survey, which was completed by 96% of staff in 2024.The Company has worked to attract, retain and develop top talent by fostering an environment of innovation, collaboration and learning. The company is dedicated to helping its largely science-trained staff learn the essential business skills by offering a large number of internal, company-taught courses. The Company celebrates long-term employees annually and have handed out many 10, 20 and even 30-years awards. As a steadily growing company, the Company is focused on providing to the employees a work environment to invest their time and talents into developing long-term careers.

The Company is committed to building and sustaining a diverse and inclusive workforce. Our three-year diversity, equity, and inclusion (DEI) strategy, created by the DEI Steering Committee, is rooted in the belief that including a variety of perspectives can fuel creativity and innovation. The strategy includes:
- the formation of six employee resource groups, and it supports storytelling programs and campaigns that amplify and celebrate the lived experiences of equity-deserving groups in our workplace.
- Inclusive hiring: As an equal opportunity employer, STEMCELL is committed to continuously improving our hiring practices. We continue to evolve our processes to incorporate global best practices, from adopting inclusive behavior during the hiring process to maintaining a diverse workplace.

In 2024, we completed a robust review of our global benefit offerings against best practices and industry benchmarks.

We developed a multi-year roadmap to continually improve and adapt our benefit offerings across the globe. Our focus this year were on:
- Mental health: We provide many different resources, including wellness webinars, online micro-courses, and a global Employee and Family Assistance Program that provides immediate, professional counseling support for any work, health, or life concerns.
- Parental leave: we launched our Global Parental Leave Program, which supports any eligible employee welcoming a child into their family. The program provides a top-up benefit to supplement statutory, state, or insurance benefits, when applicable, following the birth or adoption of a child, and allows employees to opt for a gradual re-entry to full-time work when returning from leave.
- Pay equity: It is an important objective of the overall compensation program, and it aligns with our compensation principles and commitment to DEI. A compensation team is responsible for reporting on pay equity metrics on an annual basis.

For the second consecutive year, STEMCELL was recognized as an I.D.E.A.L. Bioscience Employer. This honor recognizes organizations in the Canadian bioscience industry that are at the forefront of Inclusion, Diversity, Equity, and Accessibility Leadership.

In November 2023, STEMCELL received Canada's Most Admired™ Corporate Cultures award from Waterstone Human Capital, which recognizes best-in-class Canadian organizations for fostering high-performance corporate cultures that help sustain a competitive advantage. This recognition is a testament to our people and the human-centered approach they bring to their jobs. They also reflect our corporate efforts to provide a rewarding, inclusive, and enriching culture that enables STEMCELL colleagues to achieve their full potential. We see this sentiment reflected in our employees' feedback. In our most recent Annual Employee Engagement Survey, 90% of employees responded they agree or strongly agree with the statement, "I am proud to work for STEMCELL."

Need to foster the company's business relationships with suppliers, customers and others

Customers
At STEMCELL, we work hard to maintain strong links to academia and industry so that we remain at the cutting edge of
science and technology. Listening to those who use our products and services, and seeking better ways to help them is our highest priority. We are passionate about the pursuit of scientific knowledge, and we want to support research every step of the way by providing the highest quality products and sharing our technical and scientific expertise through training courses and personalized technical support.


STEMCELL TECHNOLOGIES UK LIMITED (REGISTERED NUMBER: 08916044)

GROUP STRATEGIC REPORT
for the Year Ended 30 June 2024

The director has been dedicated to attract and nurture an outstanding group of dedicated scientists and helpful sales staff who understand the challenges of working in the highly competitive research environment. As scientists themselves, the Company's employees know what customers need and want first hand. This has been and will continue to be key to the Company's long-term success.

Suppliers
STEMCELL's core values require the company to take responsibility for not only the environmental, social and governance (ESG) activities it controls directly but also for those it can influence in its value chain. STEMCELL's Sourcing Policy outlines the company's procurement principles and expectations for sourcing goods and services from suppliers. It states the requirement that all sourcing agents must comply with STEMCELL's Code of Conduct and Supplier Diversity Policy and all applicable laws when interacting with suppliers. Our Annual Supplier ESG Assessments put in place in 2023, increased in both, scope and scale, over the past fiscal year, with the number of suppliers invited for assessment increasing by 52%. The Fiscal Year 2024 questionnaire was updated to align with the UN Global Compact's Ten Principles and International Labour Organization recommendations.

Regulators
The Company operates in a regulated environment in relation to its products and therefore values clear, open communication channels with the regulatory bodies, mainly through its regulatory affairs and quality assurance teams, to ensure proper compliance at all times. The Company invests in quality to achieve the goal of advancing scientific knowledge by enabling research. To ensure that the Company always meets the highest quality standards, it operates a quality management system (QMS) in compliance with relevant and current regulatory requirements and continuously work to improve the QMS, products, and services.

Impact of the company's operations on the community and the environment
As members of the global life sciences community, we are passionate about advancing science and supporting the scientists of the future. As global citizens and members of our local communities, we support universal access to life's essentials, like good health, safety, and social equity. Our community outreach strategy is designed with the above priorities in mind and is categorized into following community impact pillars: Advance Science, Foster STEM Education, Empower Healthy Communities and Progress Indigenous Reconciliation. Our goal is to have a high social impact, which we define as "improving the well-being of others over the long term", and we make financial and in-kind donations to organizations with mandates supporting this aim.

Aspects of STEMCELL's operations, including aseptic production methods and cold chain shipping, pose unique challenges to the imperative of reducing rapidly and drastically greenhouse gases (GHGs) in this decade to prevent a climate breakdown. Furthermore, STEMCELL is a high-growth company with a large, ever-expanding product portfolio and geographic footprint. To responsibly further our mission to advance science, we must operate and grow sustainably. To this end, we established an Environmental Management System (EMS), certified to ISO 14001 and governed by our EMS Executive Management Team, in order to understand, monitor, and improve our environmental impact in four key performance areas: climate, waste, energy, and water. To improve the sustainability of our products, we take a lifecycle approach and consider environmental impact at all stages of new product development.

Reputation for a high standard of business conduct
Integrity is a core STEMCELL value, and we adhere to the highest ethical standards in our day-to-day business dealings. We require our employees to demonstrate this value in their work and to comply with all applicable laws and regulations when conducting STEMCELL business. The foundation of our compliance program is our Code of Conduct Policy, which covers a broad range of topics including, but not limited to, whistleblowing, confidentiality, anti-corruption and bribery, conflicts of interest, and legal compliance. The Code of Conduct applies to everyone at STEMCELL, no matter their role or seniority, and all staff are required to review and acknowledge that they will adhere to it. Our Annual Employee Engagement Survey also enables us to obtain feedback from our employees, empowering them to take an active role in how we can all better live by our value of integrity.

Here are some of the key features of the Company's commitment to responsible business:

- The Company prepares an Annual Sustainability Report to document its environmental, social and governance (ESG) performance and it should be noted that STEMCELL was awarded a Fiscal Year 2024 bronze sustainability rating by EcoVadis, a globally recognized assessment platform that rates businesses sustainability based on four key categories: environmental impact, labor and human rights standards, ethics, and procurement practices.

STEMCELL TECHNOLOGIES UK LIMITED (REGISTERED NUMBER: 08916044)

GROUP STRATEGIC REPORT
for the Year Ended 30 June 2024

- STEMCELL has taken action beyond compliance to establish an ISO 14001:2015-certified Environmental Management System in its Canadian facilities, to make positive changes internally and, through cooperation with suppliers and customers, to limit the impact of the Company's activities on the environment.
- In 2024, we committed to the Science Based Targets initiative (SBTi)5 to align and validate our greenhouse gas (GHG) emissions reduction targets with the Paris Agreement goals. As the next step in this commitment, we will spend the next two years developing near- and long-term emissions reduction targets to submit to the SBTi for validation in 2026, with a long-term goal of achieving net zero emissions by 2050.
- At STEMCELL, quality drives everything we do. As one of our core company values, it is an ingrained part of our culture: we invest in quality to achieve our goal of advancing scientific knowledge by enabling research. To ensure we always meet the highest quality standards, we operate a Quality Management System (QMS) in compliance with relevant and current regulatory requirements and continuously work to improve our QMS, products, and services. STEMCELL's QMS is certified to ISO 13485:2016 Medical Devices and ISO 9001:2015.
- In 2023, STEMCELL became a signatory of the UN Global Compact, which commits us to supporting its Ten Principles on human rights, labor, environment, anti-corruption, and the United Nations Sustainable Development Goals. This year, of the 17 goals, we have identified eight that STEMCELL is well-positioned to help advance.

Need to act fairly as between members of the company
The company promotes equal opportunities and fair treatment for all its members of the company. As part of a wider group, the company has a code of conduct in place, mandatory annual trainings and employees handbook to enable employees to raise concerns. The Company is committed to providing the employees with fair, competitive total rewards in a workplace that is diverse, productive, and professional.

FUTURE DEVELOPMENTS

The director does not expect significant changes in the company's business.

ON BEHALF OF THE BOARD:





A C Eaves - Director


12 February 2025

STEMCELL TECHNOLOGIES UK LIMITED (REGISTERED NUMBER: 08916044)

REPORT OF THE DIRECTOR
for the Year Ended 30 June 2024

The director presents his report with the financial statements of the company and the group for the year ended 30 June 2024.

PRINCIPAL ACTIVITY
Stemcell Technologies UK Ltd (Stemcell) supports the advancement of scientific research around the world with a catalogue of more than 2000 cell biology research tools. Stemcell's principal activities include the sale and distribution of these products throughout Europe as well as conducting certain research and development activities.

DIVIDENDS
No dividends have been distributed for the year ended 30 June 2024 (2023 - £nil).

DIRECTOR
A C Eaves held office during the whole of the period from 1 July 2023 to the date of this report.

POLITICAL DONATIONS AND EXPENDITURE
During the year, a donation was made to Stem Cell Education & Research of £nil (2023 - £16,700).

STATEMENT OF DIRECTOR'S RESPONSIBILITIES
The director is responsible for preparing the Group Strategic Report, the Report of the Director and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with UK-adopted international accounting standards. Under company law the director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the director is required to:

- select suitable accounting policies and then apply them consistently;
- make judgements and accounting estimates that are reasonable and prudent;
- state that the financial statements comply with IFRS;
- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The director is responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable him to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the director is aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS
The auditors, Oury Clark Chartered Accountants, are deemed to be re-appointed under Section 487 (2) of the Companies Act 2006.

ON BEHALF OF THE BOARD:





A C Eaves - Director


12 February 2025

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
STEMCELL TECHNOLOGIES UK LIMITED

Opinion
We have audited the financial statements of Stemcell Technologies UK Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 June 2024 which comprise the Consolidated Statement of Profit or Loss, the Consolidated Statement of Profit or Loss and Other Comprehensive Income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity, the Consolidated Statement of Cash Flows, the Company Statement of Cash Flows and Notes to the Consolidated Statement of Cash Flows, Notes to the Company Statement of Cash Flows, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the UK.

In our opinion:
-the financial statements give a true and fair view of the state of the group's and of the parent company's affairs as at 30 June 2024 and of the group's profit for the year then ended;
-the group financial statements have been properly prepared in accordance with IFRSs as adopted by the UK;
-the parent company financial statements have been properly prepared in accordance with IFRSs as adopted by the UK and as applied in accordance with the provisions of the Companies Act 2006; and
-the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern
In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

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 parent company's ability to continue as a going concern for a period of at least 12 months and 1 day from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the director with respect to going concern are described in the relevant section of this report.

Other information
The director is responsible for the other information. The other information comprises the information in the Report of the Director and Group Strategic Report, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

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 inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be misstated. If we identify such inconsistencies or apparent misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
- the information given in the Group Strategic Report and the Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Group Strategic Report and the Report of the Director have been prepared in accordance with applicable legal requirements.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
STEMCELL TECHNOLOGIES UK LIMITED


Matters on which we are required to report by exception
In light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified any matters in the Group Strategic Report or the Report of the Director that are inconsistent with our overall view of the financial statements.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
- adequate accounting records have not been kept by the group and the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
- the group and the parent company financial statements are not in agreement with the accounting records and returns; or
- certain disclosures of director's remuneration specified by law are not made; or
- we have not received all the information and explanations we require for our audit.

Responsibilities of director
As explained more fully in the Statement of Director's Responsibilities set out on page eight, the director is responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the director determines 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 director is responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the director either intends to liquidate the group or the parent company or to cease operations, or has no realistic alternative but to do so.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
STEMCELL TECHNOLOGIES UK LIMITED


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 a Report of the Auditors 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.

Identifying and assessing potential irregularities, including fraud
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, our procedures included the following:
- Considering the nature of the industry, sector, control environment and current business activities, including possible performance targets and subsequent remuneration
- Enquiring of management concerning policies and procedures relating to:
1. Complying with laws and regulations and whether there were any instances of non-compliance
2. Mitigating, detecting and responding to fraud risk and whether there has been any actual or possible instances of fraud
- Discussing within the engagement team and internal specialists where necessary, regarding how and where fraud may occur in the financial statements along with the possible indicators of fraud. We identified the following areas most likely to be susceptible to fraud:
1. Management override;
2. Revenue recognition;
3. Stock valuation.

- Discussing within the engagement team and internal specialists where necessary, the legal and regulatory framework in which the group operates and in particular those which would have an impact on the financial statements. The key laws and regulations considered were the Companies Act 2006, tax legislation and employment law of the respective jurisdictions.

Audit response to the risks identified
As noted above, we identified management override, revenue recognition and stock valuation as matters that would most likely be susceptible to fraud. Our procedures to respond to these risks included the following:
- Review of the nominal ledger and journals posted in the year to ensure there was no evidence of management override;
- Reviewing a sample of sales contracts and invoices to ensure sales are legitimate and recognised in the correct accounting period;
- Testing for existence and completeness during the onsite stock-take and test of detail vouching stock values to sales price and cost to ensure that they are held at lower of the cost or estimated selling price less costs to complete and sell.

Further, we also identified compliance with the Companies Act 2006, tax legislation and employment law as being key areas where there may be possible non-compliance. Our procedures to respond to these risks included the following:
- Review the financial statement disclosures with completion of a disclosure checklist and testing to supporting documentation to assess compliance with the Companies Act 2006;
- A safeguard review of the financial statements by a qualified accountant independent of the audit team;
- Review the corporation tax returns to ensure they each comply with the respective national tax legislation and completion of a detailed corporation tax checklist;
- For the UK audit, a safeguard review of the corporation tax computations by someone independent of the respective audit team and who is a CTA;
- All teams have checked a sample of compliance with right to work checks and reviewed legal fees for indications of material issues arising out of non-compliance with the respective domestic employment law.

The above matters and identified laws and regulations and potential fraud risks were communicated to all engagement team members and internal specialists where necessary, in order to enable the team to have the ability to identify such risks. The whole team remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.


REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
STEMCELL TECHNOLOGIES UK LIMITED

There are inherent limitations in the audit procedures described above and 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.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Use of our report
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.




Emma Crowley (Senior Statutory Auditor)
for and on behalf of Oury Clark Chartered Accountants
Statutory Auditors
Herschel House
58 Herschel Street
Slough
Berkshire
SL1 1PG

17 February 2025

STEMCELL TECHNOLOGIES UK LIMITED (REGISTERED NUMBER: 08916044)

CONSOLIDATED STATEMENT OF PROFIT OR LOSS
for the Year Ended 30 June 2024

30.6.24 30.6.23
Notes £    £   

CONTINUING OPERATIONS
Revenue 3 63,247,283 62,549,799

Cost of sales (36,576,528 ) (39,905,686 )
GROSS PROFIT 26,670,755 22,644,113

Other operating income 2,570,232 1,257,721
Administrative expenses (25,787,358 ) (21,820,291 )
OPERATING PROFIT BEFORE
EXCEPTIONAL ITEMS

3,453,629

2,081,543

Exceptional items 5 1,010,955 -
OPERATING PROFIT 4,464,584 2,081,543

Finance costs 6 (172,161 ) (188,366 )

Finance income 6 - 89
PROFIT BEFORE INCOME TAX 7 4,292,423 1,893,266

Income tax 9 (860,582 ) (423,692 )
PROFIT FOR THE YEAR 3,431,841 1,469,574
Profit attributable to:
Owners of the parent 3,431,841 1,469,574

STEMCELL TECHNOLOGIES UK LIMITED (REGISTERED NUMBER: 08916044)

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
for the Year Ended 30 June 2024

30.6.24 30.6.23
£    £   

PROFIT FOR THE YEAR 3,431,841 1,469,574

OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

3,431,841

1,469,574

Total comprehensive income attributable to:
Owners of the parent 3,431,841 1,469,574

STEMCELL TECHNOLOGIES UK LIMITED (REGISTERED NUMBER: 08916044)

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
30 June 2024

30.6.24 30.6.23
Notes £    £   
ASSETS
NON-CURRENT ASSETS
Owned
Property, plant and equipment 11 3,405,257 2,583,475
Right-of-use
Property, plant and equipment 11, 20 4,084,645 4,775,517
Investments 12 - -
7,489,902 7,358,992
CURRENT ASSETS
Inventories 13 4,936,421 5,333,546
Trade and other receivables 14 9,367,638 10,744,361
Tax receivable 1,002,546 2,826,790
Cash and cash equivalents 15 1,806,319 1,849,317
17,112,924 20,754,014
TOTAL ASSETS 24,602,826 28,113,006
EQUITY
SHAREHOLDERS' EQUITY
Called up share capital 16 110 110
Share premium 17 1,674,940 1,674,940
Foreign exchange reserve 17 27,804 77,017
Retained earnings 17 6,267,768 2,835,927
TOTAL EQUITY 7,970,622 4,587,994
LIABILITIES
NON-CURRENT LIABILITIES
Financial liabilities - borrowings
Lease liabilities 19, 20 3,743,467 4,453,447
Pension liability 22 203,978 147,311
3,947,445 4,600,758
CURRENT LIABILITIES
Trade and other payables 18 11,571,402 17,981,197
Financial liabilities - borrowings
Lease liabilities 19, 20 773,297 776,634
Tax payable 340,060 166,423
12,684,759 18,924,254
TOTAL LIABILITIES 16,632,204 23,525,012
TOTAL EQUITY AND LIABILITIES 24,602,826 28,113,006


The financial statements were approved by the director and authorised for issue on 12 February 2025 and were signed by:



STEMCELL TECHNOLOGIES UK LIMITED (REGISTERED NUMBER: 08916044)

CONSOLIDATED STATEMENT OF FINANCIAL POSITION - continued
30 June 2024




A C Eaves - Director


STEMCELL TECHNOLOGIES UK LIMITED (REGISTERED NUMBER: 08916044)

COMPANY STATEMENT OF FINANCIAL POSITION
30 June 2024

30.6.24 30.6.23
Notes £    £   
ASSETS
NON-CURRENT ASSETS
Owned
Property, plant and equipment 11 1,225,225 579,986
Right-of-use
Property, plant and equipment 11, 20 2,719,850 3,154,099
Investments 12 1,693,194 1,693,194
5,638,269 5,427,279
CURRENT ASSETS
Inventories 13 99,586 101,136
Trade and other receivables 14 4,120,738 3,850,490
Tax receivable 184,191 230,822
Cash and cash equivalents 15 259,736 621,441
4,664,251 4,803,889
TOTAL ASSETS 10,302,520 10,231,168
EQUITY
SHAREHOLDERS' EQUITY
Called up share capital 16 110 110
Share premium 17 1,674,940 1,674,940
Retained earnings 17 580,353 (702,331 )
TOTAL EQUITY 2,255,403 972,719
LIABILITIES
NON-CURRENT LIABILITIES
Trade and other payables 18 - 800,000
Financial liabilities - borrowings
Lease liabilities 19, 20 2,513,831 2,957,124
2,513,831 3,757,124
CURRENT LIABILITIES
Trade and other payables 18 5,089,993 5,056,633
Financial liabilities - borrowings
Lease liabilities 19, 20 443,293 444,692
5,533,286 5,501,325
TOTAL LIABILITIES 8,047,117 9,258,449
TOTAL EQUITY AND LIABILITIES 10,302,520 10,231,168


STEMCELL TECHNOLOGIES UK LIMITED (REGISTERED NUMBER: 08916044)

COMPANY STATEMENT OF FINANCIAL POSITION - continued
30 June 2024



The financial statements were approved by the director and authorised for issue on 12 February 2025 and were signed by:





A C Eaves - Director


STEMCELL TECHNOLOGIES UK LIMITED (REGISTERED NUMBER: 08916044)

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the Year Ended 30 June 2024

Called up Foreign
share Retained Share exchange Total
capital earnings premium reserve equity
£    £    £    £    £   
Balance at 1 July 2022 110 1,366,353 1,674,940 135,607 3,177,010

Changes in equity
Total comprehensive income - 1,469,574 - - 1,469,574
Foreign exchange movement - - - (58,590 ) (58,590 )
Balance at 30 June 2023 110 2,835,927 1,674,940 77,017 4,587,994

Changes in equity
Total comprehensive income - 3,431,841 - - 3,431,841
Foreign exchange movement - - - (49,213 ) (49,213 )
Balance at 30 June 2024 110 6,267,768 1,674,940 27,804 7,970,622

STEMCELL TECHNOLOGIES UK LIMITED (REGISTERED NUMBER: 08916044)

COMPANY STATEMENT OF CHANGES IN EQUITY
for the Year Ended 30 June 2024

Called up
share Retained Share Total
capital earnings premium equity
£    £    £    £   
Balance at 1 July 2022 110 (542,278 ) 1,674,940 1,132,772

Changes in equity
Total comprehensive income - (160,053 ) - (160,053 )
Balance at 30 June 2023 110 (702,331 ) 1,674,940 972,719

Changes in equity
Total comprehensive income - 1,282,684 - 1,282,684
Balance at 30 June 2024 110 580,353 1,674,940 2,255,403

STEMCELL TECHNOLOGIES UK LIMITED (REGISTERED NUMBER: 08916044)

CONSOLIDATED STATEMENT OF CASH FLOWS
for the Year Ended 30 June 2024

30.6.24 30.6.23
£    £   
Cash flows from operating activities
Cash generated from operations 1 7,922,065 2,034,608
Interest paid (172,161 ) (188,366 )
Tax received/(paid) 1,137,299 (440,280 )
Net cash from operating activities 8,887,203 1,405,962

Cash flows from investing activities
Purchase of tangible fixed assets (1,568,146 ) (1,776,621 )
Sale of tangible fixed assets 783 3,474
Interest received - 89
Net cash from investing activities (1,567,363 ) (1,773,058 )

Cash flows from financing activities
(Payment)/Repayment of group loans (6,649,521 ) 1,450,963
Payment of lease liabilities (541,156 ) (539,620 )
Interest paid on lease liabilities (172,161 ) (188,366 )
Net cash from financing activities (7,362,838 ) 722,977

(Decrease)/increase in cash and cash equivalents (42,998 ) 355,881
Cash and cash equivalents at beginning of
year

2

1,849,317

1,493,436

Cash and cash equivalents at end of year 2 1,806,319 1,849,317

STEMCELL TECHNOLOGIES UK LIMITED (REGISTERED NUMBER: 08916044)

COMPANY STATEMENT OF CASH FLOWS
for the Year Ended 30 June 2024

30.6.24 30.6.23
£    £   
Cash flows from operating activities
Cash generated from operations 1 1,092,354 374,116
Interest paid (68,080 ) (76,497 )
Tax paid 220,667 48,321
Net cash from operating activities 1,244,941 345,940

Cash flows from investing activities
Purchase of tangible fixed assets (868,729 ) (513,335 )
Purchase of fixed asset investments - (1 )
Dividends received 684,033 -
Net cash from investing activities (184,696 ) (513,336 )

Cash flows from financing activities
Movement on intercompany balances (977,256 ) 865,314
Payment of lease liabilities (376,614 ) (349,659 )
Interest paid on lease liabilities (68,080 ) (76,497 )
Net cash from financing activities (1,421,950 ) 439,158

(Decrease)/increase in cash and cash equivalents (361,705 ) 271,762
Cash and cash equivalents at beginning of
year

2

621,441

349,679

Cash and cash equivalents at end of year 2 259,736 621,441

STEMCELL TECHNOLOGIES UK LIMITED (REGISTERED NUMBER: 08916044)

NOTES TO THE STATEMENTS OF CASH FLOWS
for the Year Ended 30 June 2024

1. RECONCILIATION OF PROFIT BEFORE INCOME TAX TO CASH GENERATED FROM
OPERATIONS

Group
30.6.24 30.6.23
£    £   
Profit before income tax 4,292,423 1,893,266
Depreciation charges 1,436,678 1,067,107
(Profit)/loss on disposal of fixed assets (225 ) 11,998
Foreign exchange reserve movement (49,213 ) (58,590 )
French pension liability charge 56,667 (9,609 )
Finance costs 172,161 188,366
Finance income - (89 )
5,908,491 3,092,449
Decrease/(increase) in inventories 397,125 (1,057,447 )
Decrease/(increase) in trade and other receivables 1,601,065 (1,290,785 )
Increase in trade and other payables 15,384 1,290,391
Cash generated from operations 7,922,065 2,034,608

Company
30.6.24 30.6.23
£    £   
Profit/(loss) before income tax 1,108,648 (248,459 )
Depreciation charges 657,740 580,966
Loss on disposal of fixed assets - 11,998
Finance costs 68,080 76,497
Finance income (684,033 ) -
1,150,435 421,002
Decrease in inventories 1,550 613
Increase in trade and other receivables (165,111 ) (498,834 )
Increase in trade and other payables 105,480 451,335
Cash generated from operations 1,092,354 374,116

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Statements of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts:

Group Company
Year ended 30 June 2024
30.6.24 1.7.23 30.6.24 1.7.23
£    £    £    £   
Cash and cash equivalents 1,806,319 1,849,317 259,736 621,441
Year ended 30 June 2023
30.6.23 1.7.22 30.6.23 1.7.22
£    £    £    £   
Cash and cash equivalents 1,849,317 1,493,436 621,441 349,679

STEMCELL TECHNOLOGIES UK LIMITED (REGISTERED NUMBER: 08916044)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the Year Ended 30 June 2024


1. STATUTORY INFORMATION

Stemcell Technologies UK Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

Stemcell Technologies UK Limited is a trading, intermediary company which holds investments in two trading subsidiaries.

2. ACCOUNTING POLICIES

Basis of preparation
These financial statements have been prepared in accordance with UK-adopted international accounting
standards and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS. The financial statements have been prepared under the historical cost convention as modified by the revaluation of certain assets.

Management also believe the use of the going concern basis is appropriate as the group has received a pledge of support from Stemcell Technologies Canada Inc., the parent company, for a period of 12 months and one day from the signing of this report.

Basis of consolidation
These financial statements relate to Stemcell Technologies UK Limited and the German, French and Netherlands subsidiaries, Stemcell Technologies GmbH, Stemcell Technologies SARL and Stemcell Technologies B.V. As the Netherlands subsidiary was dormant throughout the period, it has no impact on the consolidation. The financial statements for all of the entities are made up to 30 June 2024.

Subsidiaries are all entities (including structured entities) over which the group has control. The group controls an entity when the group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity.

Subsidiaries are fully consolidated from the date on which control is transferred to the group. They are deconsolidated from the date that control ceases.

The acquisition method of accounting is used to account for business combinations by the group.

Intercompany transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the transferred asset.

Critical accounting judgements and key sources of estimation uncertainty
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Key sources of estimation uncertainty
Accounting estimates and assumptions are made concerning the future and, by their nature, will rarely equal the related actual outcome. The key assumptions and other sources of estimation uncertainty that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are as follows:

As described in the accounting policies of the financial statements, depreciation of tangible assets has been based on estimated useful lives and residual values deemed appropriate by the director. Estimated useful lives and residual values are reviewed annually and revised as appropriate. Revisions take into account actual asset lives and residual values as evidenced by disposals during current and prior accounting periods.

Management also use their judgement in relation to the interest rate implicit in the IFRS16 lease liability.

STEMCELL TECHNOLOGIES UK LIMITED (REGISTERED NUMBER: 08916044)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the Year Ended 30 June 2024

2. ACCOUNTING POLICIES - continued

Revenue recognition
Revenue relates to the sale and distribution of cell biology research tools.

Revenue is recognised upon completion of the delivery of goods/services to the customer and is disclosed as turnover.

As revenue is not related to contracts performed over a period, there is no distinction between different performance obligations and therefore the transaction price is not split into different performance obligations. Similarly, due to the nature of the sales, there are no key judgements involved in revenue recognition.

Standard payment terms are 30 days though some customers have longer terms.

Due to the nature of the sales, refunds and warranty claims are not commonplace.

A provision is recognised in the balance sheet when the company has a present legal or constructive obligation as a result of a past event, that can be reliably measured and it is probable that an outflow of economic benefits will be required to settle the obligation.

In particular, regarding warranty obligations related to instruments sold by the company, dedicated employees who are also in charge of instrument's installation and maintenance on a day-to-day basis provide required repair services. If it is probable that an additional and future outflow of resources will be required to settle this obligation and the obligation can be estimated reliably, a provision is recognised.

Cash and cash equivalents
Cash represents cash in hand and deposits held on demand with financial institutions. Cash equivalents are short-term, highly-liquid investments with original maturities of three months or less (as at their date of acquisition). Cash equivalents are readily convertible to known amounts of cash and subject to an insignificant risk of change in that cash value.

In the presentation of the Statement of Cash Flows, cash and cash equivalents also include bank overdrafts. Any such overdrafts are shown within borrowings under ‘current liabilities’ on the Statement of Financial Position.

Property, plant and equipment
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter.

Short leasehold - over remaining term of lease
Plant and machinery - 30% on reducing balance, between 3 and 10 years straight line and 20% on reducing balance
Fixtures and fittings - between 3 and 10 years straight line
Computer equipment - between 3 and 10 years straight line

Property, plant and equipment is initially measured at cost.

STEMCELL TECHNOLOGIES UK LIMITED (REGISTERED NUMBER: 08916044)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the Year Ended 30 June 2024

2. ACCOUNTING POLICIES - continued

Financial instruments
Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets
Basic financial assets, which include debtors, cash and bank balances, are initially measured at transaction price, and are substantially carried at amortised cost using the effective interest method. Unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Basic financial liabilities
Basic financial liabilities, including creditors and bank loans, are initially recognised at transaction price. Unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Inventories
Cost of inventories are initially valued using the average cost method (AVCO), but are then subsequently revalued to the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Taxation
The taxation expense represents the aggregate amount of current and deferred tax recognised in the reporting period. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, tax is recognised in other comprehensive income or directly in equity, respectively.

Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax expected to pay or recover using the tax rates and laws that have been enacted or substantively enacted at the reporting date.Tax credits related to current taxes are recognised in the period in which the taxable income is earned.

Deferred tax is recognised in respect of all timing differences at the reporting date. Unrelieved tax losses and other deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference.

Research and development
Expenditure on research and development is written off in the year in which it is incurred.


STEMCELL TECHNOLOGIES UK LIMITED (REGISTERED NUMBER: 08916044)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the Year Ended 30 June 2024

2. ACCOUNTING POLICIES - continued

Foreign currencies
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

The functional currency of Stemcell Technologies UK Limited is Pound Sterling. The functional currencies of Stemcell Technologies GmbH and Stemcell Technologies SARL is the Euro. These are converted into Pound Sterling for the purpose of the consolidated financial statements.

Leases
Leases are recognised as right-of-use-assets. The lease liability is initially recognised at the present value of the lease payments which have not yet been made and subsequently measured under the amortised cost method. The initial cost of the right-of-use asset comprises the amount of the initial measurement of the lease liability, lease payments made prior to the lease commencement date, initial direct costs and the estimated costs of removing or dismantling the underlying asset per the conditions of the contract.

Where ownership of the right-of-use asset transfers to the lessee at the end of the lease term, the right-of-use asset is depreciated over the asset’s remaining useful life. If ownership of the right-of-use asset does not transfer to the lessee at the end of the lease term, depreciation is charged over the shorter of the useful life of the right-of-use asset and the lease term.

In determining the present value of the lease liability, the following rates were used for additions in the respective years:

Year to June 2024 - 6.93%, being the borrowing rate on a revolving credit facility in the French entity.
Year to June 2023 - 4.69%, being the borrowing rate on a revolving credit facility in the French entity.
Year to June 2022 - 1.96%, being the borrowing rate on a revolving credit facility in the French entity.
Year to June 2021 - 2.21%, being the borrowing rate on a revolving credit facility in the French entity.
Prior to June 2021 - 6.10%, being the borrowing rate on a loan received by Stemcell Canada.

Employee benefit costs
The French subsidiary operates a defined benefit scheme, which is required by the government. No contributions are made to the scheme by the company and the liability is determined each year via an actuarial report.

The UK holding company operates a defined contribution pension scheme. Contributions payable to the pension scheme are charged to the income statement in the period to which they relate.

Government grants
Government grants are recognised in accordance with the grant contracts and EU requirements on a receivable basis. Grant income is recognised when there is:
-entitlement to the grant
-virtual certainty that it will be received
-sufficient measurability of the amount.

Grant income is included within other income in the profit and loss account.

Statement of cash flow
The cash flow statement is presented using the indirect method.

STEMCELL TECHNOLOGIES UK LIMITED (REGISTERED NUMBER: 08916044)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the Year Ended 30 June 2024

3. REVENUE

Segmental reporting
Revenue arises in the following geographical regions:

30.6.24 30.6.23
£    £   
UK 18,785,188 15,576,232
Germany 3,242,843 4,313,626
France 41,219,252 42,659,941
Total 63,247,283 62,549,799

4. EMPLOYEES AND DIRECTOR
30.6.24 30.6.23
£    £   
Wages and salaries 15,012,362 12,784,416
Social security costs 3,000,215 2,424,767
Other pension costs 958,224 737,473
18,970,801 15,946,656

The average number of employees during the year was as follows:
30.6.24 30.6.23

Sales and administration 232 201

30.6.24 30.6.23
£    £   
Director's remuneration - -

5. EXCEPTIONAL ITEMS

The amount included in exceptional items is a credit note from STEMCELL Canada to adjust transfer pricing from 2016 to 2018 following negotiations with the French tax administration in the context of the tax audit.

6. NET FINANCE COSTS
30.6.24 30.6.23
£    £   
Finance income:
Interest received - 89
Finance costs:
Lease interest 172,161 188,366

Net finance costs 172,161 188,277

STEMCELL TECHNOLOGIES UK LIMITED (REGISTERED NUMBER: 08916044)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the Year Ended 30 June 2024

7. PROFIT BEFORE INCOME TAX

The profit before income tax is stated after charging/(crediting):
30.6.24 30.6.23
£    £   
Cost of inventories recognised as expense 36,576,528 39,905,686
Leases 375,889 237,441
Depreciation - owned assets 640,727 282,505
Depreciation - assets on finance leases 795,951 784,602
(Profit)/loss on disposal of fixed assets (225 ) 11,998
Foreign exchange differences 49,332 58,579
Research and development 266,227 211,846

8. AUDITORS' REMUNERATION
30.6.24 30.6.23
£    £   
Fees payable to the company's auditors and their associates for the audit of
the company's financial statements

89,300

54,553

Total audit renumeration for the UK, French and German entities was £57,000, £23,325 and £5,738 respectively.

Total non-audit fees for the year ended 30 June 2024 were £33,123 (2023: £13,449).

9. INCOME TAX

Analysis of tax expense
30.6.24 30.6.23
£    £   
Current tax:
Tax 1,067,190 521,132
R&D tax credit (186,699 ) (100,285 )
Total current tax 880,491 420,847

Deferred tax (19,909 ) 2,845
Total tax expense in consolidated statement of profit or loss 860,582 423,692

STEMCELL TECHNOLOGIES UK LIMITED (REGISTERED NUMBER: 08916044)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the Year Ended 30 June 2024

9. INCOME TAX - continued

Factors affecting the tax expense
The tax assessed for the year is lower (2023 - higher) than the standard rate of corporation tax in the UK. The difference is explained below:

30.6.24 30.6.23
£    £   
Profit before income tax 4,292,423 1,893,266
Profit multiplied by the standard rate of corporation tax in the UK of 25 %
(2023 - 19 %)

1,073,106

359,721

Effects of:
Items not eligible for tax deduction (218,933 ) (63,112 )
Excess of capital allowances over depreciation (42,380 ) 9,780

Unrelieved tax losses carried forward - 100,539
Research & development tax credit (186,699 ) (100,285 )
Foreign taxes due 1,067,190 512,098
Foreign tax adjustments (803,854 ) (397,894 )
Brought forward losses utilised (7,939 ) -
Deferred tax movement (19,909 ) 2,845

Tax expense 860,582 423,692

10. PROFIT OF PARENT COMPANY

As permitted by Section 408 of the Companies Act 2006, the income statement of the parent company is not presented as part of these financial statements. The parent company's profit for the financial year was £1,282,684 (2023 - £(160,053) loss).


STEMCELL TECHNOLOGIES UK LIMITED (REGISTERED NUMBER: 08916044)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the Year Ended 30 June 2024

11. PROPERTY, PLANT AND EQUIPMENT

Group
Improvements
Short to Plant and
leasehold property machinery
£    £    £   
COST
At 1 July 2023 8,273,699 81,083 1,428,594
Additions 535,921 - 525,558
Disposals (331,339 ) - -
Reclassification/transfer (1,928,038 ) 1,449,340 478,698
At 30 June 2024 6,550,243 1,530,423 2,432,850
DEPRECIATION
At 1 July 2023 3,006,572 5,019 806,051
Charge for year 827,148 140,187 264,612
Eliminated on disposal (331,339 ) - -
At 30 June 2024 3,502,381 145,206 1,070,663
NET BOOK VALUE
At 30 June 2024 3,047,862 1,385,217 1,362,187
At 30 June 2023 5,267,127 76,064 622,543

Fixtures
and Computer
fittings equipment Totals
£    £    £   
COST
At 1 July 2023 1,492,975 200,467 11,476,818
Additions 256,558 250,109 1,568,146
Disposals (558 ) - (331,897 )
Reclassification/transfer - - -
At 30 June 2024 1,748,975 450,576 12,713,067
DEPRECIATION
At 1 July 2023 185,606 114,578 4,117,826
Charge for year 96,390 108,341 1,436,678
Eliminated on disposal - - (331,339 )
At 30 June 2024 281,996 222,919 5,223,165
NET BOOK VALUE
At 30 June 2024 1,466,979 227,657 7,489,902
At 30 June 2023 1,307,369 85,889 7,358,992

STEMCELL TECHNOLOGIES UK LIMITED (REGISTERED NUMBER: 08916044)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the Year Ended 30 June 2024

11. PROPERTY, PLANT AND EQUIPMENT - continued

Group

Relating to the Right of use 'ROU' asset included within short leasehold are other capitalised costs incurred directly relating to the leased premises of £6,571,985 and leased cars of £645,953. Total depreciation relating to the ROU asset totalled £795,951 for the 12 months ended 30 June 2024.

The borrowing rate used to discount the future lease payments is obtained from loan facilities which have been obtained by other group members. This rate fluctuates year on year based on the contractual arrangements with the facility provider. The borrowing rates since adoption of IFRS 16 can be summarised as follows:

Period Effective interest rate
Initial adoption 6.10%
2021 2.21%
2022 1.96%
2023 4.69%
2024 6.93%

Reclassification between Short leasehold, Improvements to property and Plant and machinery is due to an error of allocation between these respective accounts.

Company
Short Plant and
leasehold machinery Totals
£    £    £   
COST
At 1 July 2023 4,768,865 1,093,602 5,862,467
Additions 12,472 856,257 868,729
Disposals (26,074 ) - (26,074 )
At 30 June 2024 4,755,263 1,949,859 6,705,122
DEPRECIATION
At 1 July 2023 1,557,146 571,236 2,128,382
Charge for year 460,251 197,488 657,739
Eliminated on disposal (26,074 ) - (26,074 )
At 30 June 2024 1,991,323 768,724 2,760,047
NET BOOK VALUE
At 30 June 2024 2,763,940 1,181,135 3,945,075
At 30 June 2023 3,211,719 522,366 3,734,085

STEMCELL TECHNOLOGIES UK LIMITED (REGISTERED NUMBER: 08916044)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the Year Ended 30 June 2024

11. PROPERTY, PLANT AND EQUIPMENT - continued

Company

Relating to the Right of use 'ROU' asset included within short leasehold are other capitalised costs incurred directly relating to the leased premises of £4,497,839 and leased cars of £122,118. Total depreciation relating to the ROU asset totalled £446,721 for the 12 months ended 30 June 2024.

The borrowing rate used to discount the future lease payments is obtained from loan facilities which have been obtained by other group members. This rate fluctuates year on year based on the contractual arrangements with the facility provider. The borrowing rates since adoption of IFRS 16 can be summarised as follows:

PeriodEffective interest rate
Initial adoption6.10%
20212.21%
20221.96%
20234.69%
20246.93%

12. INVESTMENTS

Company
Shares in
group
undertakings
£   
COST
At 1 July 2023
and 30 June 2024 1,693,194
NET BOOK VALUE
At 30 June 2024 1,693,194
At 30 June 2023 1,693,194

The group or the company's investments at the Statement of Financial Position date in the share capital of companies include the following:

Subsidiaries

Stemcell Technologies GmbH
Registered office: 200 Stolberger Strass, 50933, Cologne, Germany
Nature of business: Sales and marketing
Class of shares / holding: Ordinary / 100%

Stemcell Technologies SARL
Registered office: 7 rue du lac 38120, Saint-Egreve, France
Nature of business: Sales and marketing
Class of shares / holding: Ordinary / 100%

Stemcell Technologies Netherlands B.V.
Registered office: Stationsplein 16131, AS Sittard, Netherlands
Nature of business: Research and Development
Class of shares / holding: Ordinary / 100%

The shares held in Stemcell Technologies SARL are subject to a fixed charge in favour of both HSBC Canada and BDC Capital Inc in relation to obligations owed to the banks by Stemcell International Inc and Stemcell Technologies Canada Inc respectively.

STEMCELL TECHNOLOGIES UK LIMITED (REGISTERED NUMBER: 08916044)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the Year Ended 30 June 2024

13. INVENTORIES

Group Company
30.6.24 30.6.23 30.6.24 30.6.23
£    £    £    £   
Stocks 4,936,421 5,333,546 99,586 101,136

14. TRADE AND OTHER RECEIVABLES

Group Company
30.6.24 30.6.23 30.6.24 30.6.23
£    £    £    £   
Current:
Trade debtors 7,513,915 9,139,090 2,512,575 2,390,776
Amounts owed by group undertakings 224,342 - 184,584 79,447
Other debtors 1,065,427 1,079,629 1,045,208 1,059,457
Prepayments 563,954 525,642 378,371 320,810
9,367,638 10,744,361 4,120,738 3,850,490

15. CASH AND CASH EQUIVALENTS

Group Company
30.6.24 30.6.23 30.6.24 30.6.23
£    £    £    £   
Bank accounts 1,806,319 1,849,317 259,736 621,441

16. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 30.6.24 30.6.23
value: £    £   
110 Ordinary £1 110 110

Ordinary shares carry full and equal rights to participate in voting in all circumstances, in dividends, and in capital distributions, whether on a winding up or otherwise. Ordinary shares are not redeemable.

STEMCELL TECHNOLOGIES UK LIMITED (REGISTERED NUMBER: 08916044)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the Year Ended 30 June 2024

17. RESERVES

Group
Foreign
Retained Share exchange
earnings premium reserve Totals
£    £    £    £   

At 1 July 2023 2,835,927 1,674,940 77,017 4,587,884
Profit for the year 3,431,841 3,431,841
Foreign exchange movement - - (49,213 ) (49,213 )
At 30 June 2024 6,267,768 1,674,940 27,804 7,970,512

Company
Retained Share
earnings premium Totals
£    £    £   

At 1 July 2023 (702,331 ) 1,674,940 972,609
Profit for the year 1,282,684 1,282,684
At 30 June 2024 580,353 1,674,940 2,255,293


18. TRADE AND OTHER PAYABLES

Group Company
30.6.24 30.6.23 30.6.24 30.6.23
£    £    £    £   
Current:
Trade creditors 632,522 633,991 297,016 207,532
Amounts owed to group undertakings 5,163,662 11,588,841 2,010,614 2,082,734
Social security and other taxes 734,021 416,227 152,919 125,367
Other creditors 39,547 91,570 30,343 30,270
Accruals and deferred income 1,595,251 1,850,028 1,137,405 1,245,625
Accrued expenses 2,992,416 3,100,359 1,128,186 1,067,552
VAT 413,983 300,181 333,510 297,553
11,571,402 17,981,197 5,089,993 5,056,633
Non-current:
Amounts owed to group undertakings - - - 800,000
- - - 800,000

Aggregate amounts 11,571,402 17,981,197 5,089,993 5,856,633

STEMCELL TECHNOLOGIES UK LIMITED (REGISTERED NUMBER: 08916044)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the Year Ended 30 June 2024

19. FINANCIAL LIABILITIES - BORROWINGS

Group Company
30.6.24 30.6.23 30.6.24 30.6.23
£    £    £    £   
Current:
Leases (see note 20) 773,297 776,634 443,293 444,692

Non-current:
Leases (see note 20) 3,743,467 4,453,447 2,513,831 2,957,124


Terms and debt repayment schedule

Group

1 year or More than
less 1-2 years 2-5 years 5 years Totals
£    £    £    £    £   
Leases 773,297 742,669 1,830,164 1,170,634 4,516,764

20. LEASING

Group
Right-of-use assets

Property, plant and equipment

30.6.24 30.6.23
£    £   
COST
At 1 July 2023 7,444,198 7,277,625
Additions 105,079 244,919
Disposals (331,339 ) (78,346 )
7,217,938 7,444,198

DEPRECIATION
At 1 July 2023 2,668,681 1,962,425
Charge for year 795,951 784,602
Eliminated on disposal (331,339 ) (78,346 )
3,133,293 2,668,681

NET BOOK VALUE 4,084,645 4,775,517


STEMCELL TECHNOLOGIES UK LIMITED (REGISTERED NUMBER: 08916044)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the Year Ended 30 June 2024

Company
Right-of-use assets

Property, plant and equipment

30.6.24 30.6.23
£    £   
COST
At 1 July 2023 4,633,559 4,604,602
Additions 12,472 28,957
Disposals (26,074 ) -
4,619,957 4,633,559

DEPRECIATION
At 1 July 2023 1,479,460 1,027,878
Charge for year 446,721 451,582
Eliminated on disposal (26,074 ) -
1,900,107 1,479,460

NET BOOK VALUE 2,719,850 3,154,099

Group
Other leases

30.6.24 30.6.23
£    £   
Short-term leases 375,889 237,441

STEMCELL TECHNOLOGIES UK LIMITED (REGISTERED NUMBER: 08916044)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the Year Ended 30 June 2024

20. LEASING - continued

Group
Lease liabilities

Minimum lease payments fall due as follows:

30.6.24 30.6.23
£    £   
Gross obligations repayable:
Within one year 917,660 939,550
Between one and five years 2,923,198 3,103,620
In more than five years 1,221,385 1,881,492

5,062,243 5,924,662

Finance charges repayable:
Within one year 144,363 162,916
Between one and five years 350,365 425,382
In more than five years 50,751 106,283
545,479 694,581

Net obligations repayable:
Within one year 773,297 776,634
Between one and five years 2,572,833 2,678,238
In more than five years 1,170,634 1,775,209
4,516,764 5,230,081

During the year, interest was charged on the lease liability of £172,161 (2023 - £188,366).

STEMCELL TECHNOLOGIES UK LIMITED (REGISTERED NUMBER: 08916044)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the Year Ended 30 June 2024

20. LEASING - continued

Company
Lease liabilities

Minimum lease payments fall due as follows:

30.6.24 30.6.23
£    £   
Gross obligations repayable:
Within one year 501,548 511,908
Between one and five years 1,808,821 1,871,596
In more than five years 877,547 1,316,320

3,187,916 3,699,824

Finance charges repayable:
Within one year 58,255 67,216
Between one and five years 147,423 180,884
In more than five years 25,114 49,908
230,792 298,008

Net obligations repayable:
Within one year 443,293 444,692
Between one and five years 1,661,398 1,690,712
In more than five years 852,433 1,266,412
2,957,124 3,401,816

STEMCELL TECHNOLOGIES UK LIMITED (REGISTERED NUMBER: 08916044)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the Year Ended 30 June 2024

21. FINANCIAL INSTRUMENTS

The group is subject to liquidity risk, foreign currency risk, interest rate risk and credit risk as follows. There are no significant variances in the below risks from the previous period.

Liquidity risk
The following tables detail the Group and the Company's remaining contractual maturity for its financial instrument liabilities. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the financial liabilities are required to be paid. The tables include both interest and principal cash flows disclosed as remaining contractual maturities and therefore these totals may differ from their carrying amount in the statement of financial position.

Group





1 year or less

Between 1 and
2 years

Between 2 and
5 years


Over 5 years
Remaining
contractual
liabilities
30.6.24 £    £    £    £    £   
Non-derivatives
Non-interest bearing
Trade creditors 632,523 - - - 632,523
Social security and other
taxes

734,021

-

-

-

734,021
Other creditors 39,547 - - - 39,547
VAT 413,983 - - - 413,983
Total non-derivatives 1,820,074 - - - 1,820,074





1 year or less

Between 1 and
2 years

Between 2 and
5 years


Over 5 years
Remaining
contractual
liabilities
30.6.23 £    £    £    £    £   
Non-derivatives
Non-interest bearing
Trade creditors 633,991 - - - 633,991
Social security and other
taxes

416,227

-

-

-

416,227
Other creditors 91,570 - - - 91,570
VAT 300,181 - - - 300,181
Total non-derivatives 1,441,969 - - - 1,441,969

Company





1 year or less

Between 1 and
2 years

Between 2 and
5 years


Over 5 years
Remaining
contractual
liabilities
30.6.24 £    £    £    £    £   
Non-derivatives
Non-interest bearing
Trade creditors 297,016 - - - 297,016
Social security and other
taxes

152,919

-

-

-

152,919
Other creditors 30,343 - - - 30,343
VAT 333,510 - - - 333,510
Total non-derivatives 813,788 - - - 813,788

STEMCELL TECHNOLOGIES UK LIMITED (REGISTERED NUMBER: 08916044)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the Year Ended 30 June 2024





1 year or less

Between 1 and
2 years

Between 2 and
5 years


Over 5 years
Remaining
contractual
liabilities
30.6.23 £    £    £    £    £   
Non-derivatives
Non-interest bearing
Trade creditors 207,532 - - - 207,532
Social security and other
taxes

125,367

-

-

-

125,367
Other creditors 30,270 - - - 30,270
VAT 297,553 - - - 297,553
Total non-derivatives 660,722 - - - 660,722

The Group manages liquidity risk by maintaining adequate cash reserves by monitoring actual and forecast cashflows and matching the maturity profiles of financial assets and liabilities.

Foreign currency risk
The Group undertakes certain transactions denominated in foreign currency and is exposed to foreign currency risk through foreign exchange rate fluctuations. Foreign exchange risk arises from future commercial transactions and recognised financial assets and financial liabilities denominated in a currency that is not the entity's functional currency. The risk is measured using sensitivity analysis and cash flow forecasting.

The Group manages foreign currency risk by holding bank balances denominated in different currencies according to the expected trade of the various Group members. An increase in the value of Sterling against the Euro by 2%, with all other variables held constant, would decrease the Sterling cash value held by £28,015 at the year end.

Interest rate risk
The Group is not exposed to any significant interest rate risk. Most of the cash and cash equivalents are held in banks in the UK, Germany and France where the current interest rate is negligible and unlikely to fluctuate in the foreseeable future.

Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. The Group has a strict code of credit and setting appropriate credit limits. The maximum exposure to credit risk at the reporting date to recognised financial assets is the gross carrying amount, as disclosed in the balance sheet and notes to the financial statements. The Group does not hold any collateral.

The Group has adopted a lifetime expected loss allowance in estimating expected credit losses to trade receivables through the use of a provisions matrix using fixed rates of credit loss provisioning. These provisions are considered representative across all customers of the Group based on recent sales experience, historical collection rates and forward-looking information that is available.

Generally, trade receivables are written off when there is no reasonable expectation of recovery. Indicators of this include the failure of a debtor to engage in a repayment plan, no active enforcement activity and a failure to make contractual payments for a period greater than 1 year. Standard payment terms regularly exceed 30 days and so the Group does not consider this to be an indicator that balances older than this are more likely to default.

Except for cash and cash equivalents, the Group has no other concentration of credit risk exposure as at 30 June 2024 and 2023. No expected credit loss is recorded for cash and cash equivalents as the Group and Company only deal with at least "A" rated financial institutions.

STEMCELL TECHNOLOGIES UK LIMITED (REGISTERED NUMBER: 08916044)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the Year Ended 30 June 2024

22. EMPLOYEE BENEFIT OBLIGATIONS

Defined benefits scheme

The defined pension benefit scheme relates to the French subsidiary and is operated under a labour law collective agreement and relates to a potential bonus distributed at retirement.

Risks associated with the scheme are minimal and arise from potential changes in the labour law collective agreement or a change in the eligible retirement age.

No contributions are made from the company to the scheme, therefore no plan assets exist.

The liability arising from the defined pension benefit scheme is made up as follows:

Liability arising at balance sheet date £273,080
Deferred tax asset on liability (£69,102 )
Total £203,978

The liability is revised according to employee movements i.e. joiners and leavers, and is only payable if the employee reaches retirement whilst still employed within the company.

Actuarial assumptions consist of the following, and there have been no changes in respect to these assumptions:

1. 4% salary increase
2. 3.61% actuarial increase
3. Retirement age is 65
4. Social security charges 46/50%
5. Mortality table TV 88/90

Defined contribution scheme

The French entity, in addition to the UK and German entities, operate a defined contribution pension scheme. The total contributions for the period ended 30 June 2024 were £958,224 (2023 - £737,473).

23. ULTIMATE PARENT COMPANY

Stemcell Technologies Canada Inc. (incorporated in Canada) is regarded by the director as being the group's ultimate parent company by virtue of its 100% shareholding in the company. Consolidated accounts are not publicly available.

The address of Stemcell Technologies Canada Inc. is 1618 Station Street, Vancouver, BC, V6A 1B6.

24. CONTINGENT LIABILITIES

Fixed and floating charges over the UK company's assets have been granted to the HSBC group as security over the Stemcell Group's borrowings.

STEMCELL TECHNOLOGIES UK LIMITED (REGISTERED NUMBER: 08916044)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the Year Ended 30 June 2024

25. RELATED PARTY DISCLOSURES

Balances and transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this note.

The group headed by Stemcell Technologies UK Limited trades with other members of the wider Stemcell Group as follows

STEMCELL Technologies Canada Inc.

During the year, the group made sales of £4,252,454 (2023: £1,611,348) and purchases of £31,146,672 (2023: £34,187,487) from STEMCELL Technologies Canada Inc.

At the year end, the balance due to STEMCELL Technologies Canada Inc. was £4,428,342 (2023: £10,541,320).

STEMCELL Technologies Inc.

During the year, the group made purchases of £4,023,646 (2023: £5,266,503) from STEMCELL Technologies Canada Inc.

At the year end, the balance due to STEMCELL Technologies Inc. was £734,825 (2023: £1,047,520).

Stemcell Technologies Switzerland GmbH

During the year, the group made sales of £1,412,508 (2023: £Nil) to Stemcell Technologies Switzerland GmbH.

At the year end, the balance due from Stemcell Technologies Switzerland GmbH was £224,342 (2023: £Nil).

All transactions made with group members are in relation to transfer pricing in order to maintain suitable, arms-length margins. No commitments currently exist with any related party.

Further, balances owed either to or from group members have no fixed repayment date and are not interest bearing.

26. ULTIMATE CONTROLLING PARTY

The ultimate controlling party of Stemcell Technologies UK Limited is A C Eaves.