The directors present their annual report and financial statements for the year ended 31 December 2024.

The principal activity of the Company is that of research in biotechnologies.

The results for the year are set out on page 7.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

The Company has made qualifying third party indemnity provisions for the benefit of its directors which were made during the year and remain in force at the reporting date.

During 2025, the directors resolved to wind down the remaining business within the company and transfer all remaining assets and liabilities to Roche Diagnostics Limited, its parent company. While the company will continue to receive support from the wider group throughout this transitional period, the decision to cease trading activities has been formally approved. Accordingly, the financial statements have not been prepared on a going concern basis.

The auditor, Johnston Carmichael LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Each director in office at the date of approval of this annual report confirms that:

• so far as the director is aware, there is no relevant audit information of which the Company's auditor is unaware, and

• the director has taken all the steps that he / she ought to have taken as a director in order to make himself / herself aware of any relevant audit information and to establish that the Company's auditor is aware of that information.

This confirmation is given and should be interpreted in accordance with the provisions of section 418 of the Companies Act 2006.

This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the 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 company and of the profit or loss of the company for that period. In preparing these financial statements, International Accounting Standard 1 requires that directors:

• select suitable accounting policies and then apply them consistently;

• make judgements and accounting estimates that are reasonable and prudent; and

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

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

We have audited the financial statements of LKM Innovations Limited (‘the company’) for the year ended 31 December 2024, which comprise the income statement, statement of financial position, statement of changes in equity, statement of cashflows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and UK-adopted international accounting standards.

In our opinion the financial statements:

• give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its profit for the year then ended;

• have been properly prepared in accordance with UK adopted international accounting standards; and

• 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 Auditor responsibilities for the audit of the financial statements section of our report. We are independent of the company 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.

Emphasis of matter – Financial statements prepared on a basis other than going concern

We draw attention to Note 1.2 of the financial statements, which explains that the directors intend to wind down the company and therefore do not consider it to be appropriate to adopt the going concern basis of accounting in preparing the financial statements. Accordingly, the financial statements have been prepared on a basis other than going concern as described in Note 1.2. Our opinion is not modified in respect of this matter.

Other information

The other information comprises the information included in the Annual Report and Financial Statements other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the Annual Report and Financial Statements. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

• the information given in the Directors’ Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the Directors' Report has been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Directors' Report.

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, or returns adequate for our audit have not been received from branches not visited by us; or

• the financial statements are not in agreement with the accounting records and returns; or

• certain disclosures of directors' remuneration specified by law are not made;

• we have not received all the information and explanations we require for our audit; or

• the directors' were not entitled to take advantage of the small companies' exemption in preparing the director's report and take advantage of the small companies exemption from the requirement to prepare a strategic report.

As explained more fully in the Directors’ responsibilities statement set out on page 2, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the 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 company or to cease operations, or have no realistic alternative but to do so.

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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

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.

We assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations by considering their experience, past performance and support available.

All engagement team members were briefed on relevant identified laws and regulations and potential fraud risks at the planning stage of the audit. Engagement team members were reminded to remain alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

We obtained an understanding of the legal and regulatory frameworks that are applicable to Company and the sector in which it operates, focusing on those provisions that had a direct effect on the determination of material amounts and disclosures in the financial statements. The most relevant frameworks we identified include:

• Companies Act 2006;

• UK tax legislation; and

• UK-adopted international accounting standards.

Extent to which the audit was considered capable of detecting irregularities, including fraud (continued)

We gained an understanding of how the Company is complying with these laws and regulations by making enquiries of management and those charged with governance. We corroborated these enquiries through our review of submitted returns.

We assessed the susceptibility of the financial statements to material misstatement, including how fraud might occur, by meeting with management and those charged with governance to understand where it was considered there was susceptibility to fraud. This evaluation also considered how management and those charged with governance were remunerated and whether this provided an incentive for fraudulent activity. We considered the overall control environment and how management and those charged with governance oversee the implementation and operation of controls. In areas of the financial statements where the risks were considered to be higher, we performed procedures to address each identified risk. We identified a heightened fraud risk in relation to:

• Management override of controls;

• Revenue recognition.

In addition to the above, the following procedures were performed to provide reasonable assurance that the financial statements were free of material fraud or error:

• Enquiring of those charged with governance for any breaches of laws and regulation or for any indication of any potential litigation and claims; and events or conditions that could indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud;

• Reviewing the level of and reasoning behind the company’s procurement of legal and professional services;

• Performing audit procedures over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and assessing judgements made by management in their calculation of accounting estimates for potential management bias;

• Re-calculating revenue to ensure costs are re-charged at a rate in line with our expectations;

• Completion of appropriate checklists and use of our experience to assess the company’s compliance with the Companies Act 2006; and

• Agreement of the financial statement disclosures to supporting documentation.

Our audit procedures were designed to respond to the risk of material misstatements in the financial statements, recognising that 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 intentional concealment, forgery, collusion, omission or misrepresentation. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it.

Use of our report

This report is made solely to the Company’s member 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 member those matters we are required to state to the member in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s member for our audit work, for this report, or for the opinions we have formed.

The income statement has been prepared on the basis that all operations are discontinued operations.

There are no other gains or losses, other than those shown above, hence no statement of other comprehensive income or expenditure is presented.

LKM Innovations Limited ("the Company") is a private company limited by shares and incorporated and domiciled in Scotland. The registered office is Unit 18, Stirling University Innovation Park Ltd, Scion House, Stirling University Innovation Park, Stirling, FK9 4NF.

The financial statements have been prepared in accordance with UK-adopted International Accounting Standards (IFRS) and the requirements of the Companies Act 2006 as applicable to companies reporting under those standards.

The financial statements are prepared in sterling, which is the functional currency of the Company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The material accounting policies adopted are set out below.

During 2025, the directors resolved to wind down the remaining business within the company and transfer all remaining assets and liabilities to trueRoche Diagnostics Limited, its parent company. While the company will continue to receive support from the wider group throughout this transitional period, the decision to cease trading activities has been formally approved. Accordingly, the financial statements have not been prepared on a going concern basis.

Revenue is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT, trade discounts and other sales related taxes.

Costs incurred by the entity are re-charged to the associated group company with an agreed mark-up applied. This is recognised where costs have been incurred, the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Financial assets are recognised in the Company's statement of financial position when the Company becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.

At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in profit or loss. Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs. The Company had no financial assets classified as fair value through profit and loss at the reporting date.

Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.

The Company recognises loss allowances for expected credit losses (ECLs) on financial assets measured at amortised cost where appropriate. The Company measures loss allowances at an amount equal to lifetime ECLs. Lifetime ECLs are the ECLs that result from all possible default events over the expected life of a financial instrument. At the reporting date, no ECLs had been recognised as no expected credit loss was anticipated.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.

The Company recognises financial debt when the Company becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'. The Company has no financial liabilities at fair value through profit or loss at the reporting date.

Financial liabilities measured at amortised cost, including trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.

Financial liabilities are derecognised when, and only when, the Company’s obligations are discharged, cancelled, or they expire.

Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs.

The company has adopted all the standards and amendments to existing standards which are mandatory for accounting periods beginning on 1 January 2024, in particular:

- Amendments to IAS 1 and IFRS Practice Statement 2 requiring that an entity discloses its material accounting policies, instead of its significant accounting policies.

A number of UK-adopted International Accounting Standards have been issued but are not yet effective and have not been applied in these financial statements. The directors do no expect that, when effective, they will have any material impact on the financial statements in future periods and no standards issued but not yet effective have been early adopted.

In the application of the Company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

The directors are satisfied that there are no estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities at the reporting date.

The Company operates one principal area of activity in one principal geographical market being the United Kingdom, which is that of providing research and development services to LumiraDx UK Limited, a fellow group undertaking.

An analysis of the Company's revenue is as follows:

The average monthly number of persons (including directors) employed by the Company during the year was:

The cost of remunerating directors is borne by another Group entity. The Company’s share of the directors’ cost based on time spent on this entity by the directors is considered to be immaterial. The directors are also regarded as key management and thus key management remuneration paid in the current and comparative period would also be regarded as immaterial. The directors are party to the liability insurance policies maintained by the Group.

The charge for the year can be reconciled to the profit per the income statement as follows:

A change in the UK Corporation tax rate to 25% took effect from 1 April 2023. This change had a consequential effect on the Company's tax charge in the comparative period with the standard rate of tax in that year reflective of a marginal tax rate arising from the Company's period straddling the 19% and 25% tax rates. Deferred tax has been calculated at 25% where appropriate.

The UK government has introduced the Multinational Top-Up Tax, implementing the OECD's Pillar II global minimum tax rules. These rules apply to multinational enterprise (MNE) groups with consolidated revenues exceeding €750 million and take effect for accounting periods beginning on or after 31 December 2023.

The company is part of an MNE group that falls within the scope of these rules. Management has assessed the potential implications and concluded that no additional top-up tax is expected to arise under the Pillar II framework, as the group's effective tax rate is above the minimum threshold of 15%.

While no financial impact is anticipated for the current reporting period, the company will continue to monitor developments in the legislation and any potential reporting obligations associated with the new rules.

At the reporting date, the company has an unrecognised deferred tax asset of £332k (2023 - £244k) in respect of decelerated capital allowances which has not been recognised.

Amounts owed by fellow group undertakings are unsecured and repayable on demand.

The company’s receivables from group undertakings consist of £190k which attracts interest at 4% per annum with the remaining balance being in respect of trade receivables. As related parties are financially supported by their ultimate parent undertakings which have worthy credit ratings, the credit risk exposure of the company is assessed to be low. As a result, no expected credit loss allowance was recognised in relation to these receivables on the grounds of materiality and the directors have concluded that no further disclosures of credit risk exposure are required.

Trade payables and accruals principally comprise amounts outstanding for trade purchases and ongoing costs. Trade and other payables are unsecured, interest free and have a typical maturity profile of between 0-1 months.

Amounts owed to fellow group undertakings are unsecured, interest free and repayable on demand.

An analysis of the carrying value of the Company's financial assets and liabilities is as follows:

The directors consider that the carrying amounts of financial assets and liabilities carried at amortised cost in the financial statements approximate to their fair values.

Further aging analysis of the Company's financial liabilities is outlined at note 11.

During 2025, the directors resolved to wind down the remaining business within the company and transfer all remaining assets and liabilities to Roche Diagnostics Limited, its parent company. While the company will continue to receive support from the wider group throughout this transitional period, the decision to cease trading activities has been formally approved. Accordingly, the financial statements have not been prepared on a going concern basis.

The capital structure of the Company consists of equity (comprising issued capital and retained earnings). The Company is not subject to any externally imposed capital requirements.

Management regards capital as total equity and reserves for capital management purposes. At the reporting date, this was £563,198 (2023 - £554,064).

Financial risks management

The Company’s operations expose it to a number of financial risks, principally credit risk and liquidity risk. The Company manages these risks through an effective risk management programme which is coordinated by the Board of Directors.

Liquidity risk

Liquidity risk refers to the Company being unable to settle its obligations as these fall due.

The Company closely monitors its access to funding facilities principally provided by fellow group undertakings in comparison to its outstanding commitments on a regular basis to ensure that it has sufficient funds to meet these obligations.

The Board regularly reviews debt management forecasts which estimate the cash inflows and outflows for the next twelve months, so that management can ensure that sufficient funding is in place as it is required.

Credit risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss for the Company. Credit risk predominantly arises from the Company's transactions with LumiraDx UK Ltd who remain the Company's sole customer and source of income.

With regard to cash and cash equivalents, these are held with large and stable financial institutions.

The Company's maximum exposure to credit risk relating to its financial assets and financial liabilities is equal to their carrying value.

On 25 October 2024 the company re-designated its 2 A Ordinary shares of £1 each to 2 Ordinary shares of £1 each.

Ordinary shares have full voting rights, dividend rights and the capital distribution rights (including on winding up). The shares do not confer any right of redemption.

Retained earnings represent accumulated comprehensive income/(expenditure) for the year and prior periods, less dividends paid.

During the year the Company entered into the following transactions with related parties:

The following amounts were outstanding at the reporting end date:

The following amounts were outstanding at the reporting end date:

The Company’s immediate parent company is Roche Diagnostics Limited, incorporated in the United Kingdom, which is ultimately owned by Roche Holding AG, the Company's ultimate controlling party.

The largest and smallest group in which the results of the Company are incorporated is that headed by Roche Holding AG, incorporated in Switzerland. The registered address of Roche Holding AG is Grenzacherstrasse 124, 4070 Basel, Switzerland.

The consolidated financial statements of the group are available to the public and may be obtained from the Company Secretary, Roche Products Limited, 6 Falcon Way, Shire Park, Welwyn Garden City, AL7 1TW.