ACCOUNTS - Final Accounts preparation

An analysis of turnover by class of business is as follows:

Registered number: 04231155

CYTOCELL LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

CYTOCELL LIMITED

COMPANY INFORMATION

Directors	Dr M Evans (resigned 25 September 2025)
	D Oxlade
	G Williams
	K Naoto (resigned 27 March 2025)
	A Smith
	T Ono (resigned 27 March 2025)
	K Iwakabe (appointed 7 May 2025)
	N Matsuo (appointed 27 March 2025)


Company secretary	A Lenhardt


Registered number	04231155


Registered office	418 Cambridge Science Park
	Milton Road
	Cambridge
	CB4 0PZ


Independent auditor	James Cowper Kreston Audit
	Chartered Accountants and Statutory Auditor
	201 Cumnor Hill
	Oxford
	Oxfordshire
	OX2 9PJ


Bankers	MUFG Bank, Ltd
	Ropemaker Place
	25 Ropemaker Street
	London
	EC2Y 9AN


Solicitors	Penningtons Manches LLP
	9400 Garsington Road
	Oxford Business Park
	Oxford
	OX4 2HN

CYTOCELL LIMITED

CONTENTS

	Page
Strategic report	1 - 3
Directors' report	4 - 5
Directors' responsibilities statement	6
Independent auditor's report	7 - 9
Profit and loss account	10
Statement of financial position	11 - 12
Statement of changes in equity	13
Notes to the financial statements	14 - 30

CYTOCELL LIMITED

STRATEGIC REPORT

FOR THE YEAR ENDED 31 MARCH 2025

Introduction

Cytocell Limited ("the Company" or "Cytocell") is a wholly owned subsidiary of Oxford Gene Technology IP Limited ("OGT") which is the holding company for a group of molecular genetics companies operating in both the research and diagnostic markets. OGT is owned by Sysmex Corporation ("Sysmex"), a Japanese multinational company that develops, manufactures and sells diagnostic instruments, reagents and related software.

Cytocell Limited develops, manufactures and markets a range of fluorescence in situ hybridisation ("FISH") probes for detecting gene rearrangements related to inherited genetic disease and cancer. These FISH probes are sold under the Cytocell brand in over 60 countries worldwide. In most countries the probes are sold through distributors, however in the UK, Europe and North America, they are sold direct to laboratories ("direct sales") by either Cytocell Limited or other OGT and Sysmex group companies. The Company also manufactures and develops microarray and next generation sequencing (NGS) products for other group companies.

Business review

During the period the Company’s revenues have increased to £15,486,458 (2024: £13,308,994).

Financial key performance indicators

The Company's financial performance is measured by the following key performance indicators (KPIs):

∙Total Revenues; and

∙Operating Profit

These KPIs are shown in the table below:

	31 March 2025	31 March 2024	Change
Turnover	£15,486,458	£13,308,994	16.4%
Operating Profit	£3,846,360	£2,923,463	31.6%

The Company continues to invest in improvements to its manufacturing, quality control, regulatory and research and development infrastructure.

Page 1

CYTOCELL LIMITED

STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2025

Principal risks and uncertainties

The Company is exposed to a variety of risks and uncertainties from its activities. Below are those principal risks and uncertainties that the Board considers could have a material impact on the Company’s operational results, financial condition and prospects.

Non-financial risks

Pricing and competition risk

The introduction into the market of superior or significantly cheaper competing products would have a detrimental impact on the Company’s revenues and operating profits. In order to mitigate these risks the Company invests significantly in research and development to both update existing products and develop new cost-effective products.

Supply risk

The Company is dependent on sole suppliers for some of its components. Disruption of supply from one of these suppliers for a period of more than a few months could have a significant impact on the Company's revenues and profits.

Technological risk

The In Vitro Diagnostic market in which the Company operates is forever changing as new technologies come onto the market. A new technology could be introduced that makes one of the Company's product ranges obsolete with a subsequent material impact on sales and profits. In order to mitigate this risk, the Company keeps abreast of new technologies through trade literature, conferences, and academic and customer contact, and invests significantly in the research and development of new products utilising new technology and knowledge.

Regulatory change

Governments globally continue to maintain a focus on IVDR regulation. New regulations could impact the IVDR market. To mitigate this risk the Company keeps up to date on the regulatory landscape and assesses the impact on its products.

Climate change

The impact of Climate Change is not considered to be a significant risk to the business.

Financial risks

The Company is exposed to a variety of financial risks which result from both its operating and investing activities. The Board is responsible for coordinating the Company's risk management and focuses on actively securing the Company's short to medium term cash flows.

The Company does not actively engage in the trading of financial assets and financial derivatives. The most significant financial risks to which the Company is exposed are described below.

Credit risk

The Company’s credit risk is primarily attributable to its trade debtors. The amounts presented in the statement of financial position are net of an allowance for doubtful debtors, estimated by the directors. The Company has no significant concentration of third-party credit risk, with exposure spread over a large number of customers. The Company has adopted a credit vetting policy based on track record payment history and externally available credit data.

Currency risk

The Company is exposed to transaction foreign exchange risk mainly in relation to US dollar and Euro denominated sales. However, the Company also incurs some expenses in these currencies thus reducing the net exchange risk that is managed by regularly reviewing levels of foreign currency and selling excess foreign currency when exchange rates are favourable compared to budget and/or historic levels.

Page 2

CYTOCELL LIMITED

STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2025

This report was approved by the board and signed on its behalf.

A Lenhardt

Secretary

Date: 26 November 2025

Page 3

CYTOCELL LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 MARCH 2025

The directors present their report and the financial statements for the year ended 31 March 2025.

Results and dividends

The profit for the year, after taxation, amounted to £3,430,207 (2024 - £2,776,524).

No dividend was paid during the period (2024: £nil) and no final dividend is recommended.

Directors

The directors who served during the year were:

Dr M Evans (resigned 25 September 2025)

D Oxlade

G Williams

K Naoto (resigned 27 March 2025)

A Smith

T Ono (resigned 27 March 2025)

N Matsuo (appointed 27 March 2025)

Future developments

The directors expect sales growth to accelerate in future years as the company expands into new markets. This is expected to have a positive impact on operating performance.

Research and development activities

The directors continue to place a high level of importance on research and development activities for the Company. This enables the company to remain competitive in the market and provides the Company the ability to offer new products and services as the need arises. The Company continues to invest in clinical and regulatory work so that its products meet the EU In Vitro Diagnostic Regulation ("IVDR").

Director's indemnities

The group company, Oxford Gene Technology IP Limited, 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 date of this report.

Disclosure of information to auditor

Each of the persons who are directors at the time when this Directors' report is approved has confirmed 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 ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.

Post balance sheet events

There have been no significant events affecting the Company since the year end.

Page 4

CYTOCELL LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2025

Auditor

The auditor, James Cowper Kreston Audit, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.

A Lenhardt

Secretary

Date: 26 November 2025

Page 5

CYTOCELL LIMITED

DIRECTORS' RESPONSIBILITIES STATEMENT

FOR THE YEAR ENDED 31 MARCH 2025

The directors are responsible for preparing the Strategic report, the Directors' 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’. 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, the directors are required to:

∙select suitable accounting policies and then apply them consistently;

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

∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the 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 to 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.

Page 6

CYTOCELL LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CYTOCELL LIMITED

Opinion

We have audited the financial statements of Cytocell Limited (the 'Company') for the year ended 31 March 2025, which comprise the Profit and loss account, the Statement of financial position, the Statement of changes in equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’ (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

∙give a true and fair view of the state of the Company's affairs as at 31 March 2025 and of its profit for the year then ended;

∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; 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's 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 United Kingdom, including the Financial Reporting Council'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 directors' 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 Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

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

Other information

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

We have nothing to report in this regard.

Page 7

CYTOCELL LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CYTOCELL LIMITED (CONTINUED)

Opinion 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 Strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the Strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

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 Strategic report or the Directors' report.

We have nothing to report in respect of the following matters in relation to which 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; or

∙we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Directors' responsibilities statement set out on page 6, 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.

Page 8

CYTOCELL LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CYTOCELL LIMITED (CONTINUED)

Auditor's responsibilities for the audit of the financial statements

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

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance

The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. The specific procedures for this engagement that we designed and performed to detect material misstatements in respect of irregularities, including fraud, were as follows:

∙Enquiry of management and those charged with governance around actual and potential litigation and claims;

∙Enquiry of management and those charged with governance to identify any material instances of non-compliance with laws and regulations;

∙Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;

∙Performing audit work to address the risk of irregularities due to 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 reviewing accounting estimates for evidence of bias.

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 Auditor's report.

Use of our report

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

James Pitt BA(Hons) BFP FCA (Senior Statutory Auditor)

for and on behalf of

James Cowper Kreston Audit

Chartered Accountants and Statutory Auditor

201 Cumnor Hill

Oxford

Oxfordshire

OX2 9PJ

27 November 2025

Page 9

CYTOCELL LIMITED

STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 MARCH 2025

	2025	2024
Note	£	£


Turnover	4	15,486,458	13,308,994
Cost of sales		(5,423,648)	(4,779,795)
Gross profit		10,062,810	8,529,199
Distribution costs		(510,796)	(549,214)
Administrative expenses		(6,091,780)	(5,157,503)
Other operating income	8	386,126	100,981
Operating profit	11	3,846,360	2,923,463
Interest payable and similar expenses	9	(251,944)	(282,765)
Profit before tax		3,594,416	2,640,698
Tax on profit	10	(164,209)	135,826
Profit for the financial year		3,430,207	2,776,524

There are no items of other comprehensive income for 2025 or 2024 other than the profit for the year. As a result, no separate Statement of Comprehensive Income has been presented.

The notes on pages 14 to 30 form part of these financial statements.

Page 10

CYTOCELL LIMITED

REGISTERED NUMBER: 04231155

STATEMENT OF FINANCIAL POSITION

AS AT 31 MARCH 2025

		2025		2024
Note		£		£


Fixed assets
Tangible assets	12		5,291,189		5,890,371
			5,291,189		5,890,371
Current assets
Stocks	13	1,468,401		1,377,073
Debtors: amounts falling due within one year	14	64,123,002		55,096,071
Bank and cash balances		663,559		895,956
		66,254,962		57,369,100
Creditors: amounts falling due within one year	15	(28,883,998)		(23,262,460)
Net current assets			37,370,964		34,106,640
Total assets less current liabilities			42,662,153		39,997,011

Creditors: amounts falling due after more than one year	16		(3,922,299)		(4,689,342)
			38,739,854		35,307,669
Provisions for liabilities
Deferred taxation	19	(243,856)		(248,043)
Other provisions	18	(129,605)		(123,440)
			(373,461)		(371,483)

Net assets			38,366,393		34,936,186

Capital and reserves
Called up share capital	21	335,290	335,290
Share premium account	22	39,062	39,062
Other reserves	22	25,738	25,738
Profit and loss account	22	37,966,303	34,536,096
		38,366,393	34,936,186

Page 11

CYTOCELL LIMITED

REGISTERED NUMBER: 04231155

STATEMENT OF FINANCIAL POSITION (CONTINUED)

AS AT 31 MARCH 2025

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

G Williams

Director

Date: 26 November 2025

The notes on pages 14 to 30 form part of these financial statements.

Page 12

CYTOCELL LIMITED

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 MARCH 2025

	Called up share capital	Share premium account	Other reserves	Profit and loss account	Total equity
	£	£	£	£	£
At 1 April 2024	335,290	39,062	25,738	34,536,096	34,936,186

Profit for the year	-	-	-	3,430,207	3,430,207
At 31 March 2025	335,290	39,062	25,738	37,966,303	38,366,393

The notes on pages 14 to 30 form part of these financial statements.

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 MARCH 2024

	Called up share capital	Share premium account	Other reserves	Profit and loss account	Total equity
	£	£	£	£	£
At 1 April 2023	335,290	39,062	25,738	31,759,572	32,159,662

Profit for the year	-	-	-	2,776,524	2,776,524
At 31 March 2024	335,290	39,062	25,738	34,536,096	34,936,186

The notes on pages 14 to 30 form part of these financial statements.

Page 13

CYTOCELL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

1.	General information

Cytocell Limited ("the Company") is a private company limited by shares incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the Company's registered office is shown in the Company information page.

The nature of the Company's operations and its principal activities are set out in the strategic report on page 1.

These financial statements are presented in pounds sterling because that is the currency of the primary economic environment in which the Company operates.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 101 'Reduced Disclosure Framework' and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

Page 14

CYTOCELL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)

2.2

Financial Reporting Standard 101 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions under FRS 101:

∙the requirements of IFRS 7 Financial Instruments: Disclosures

∙the requirements of paragraphs 91-99 of IFRS 13 Fair Value Measurement

∙the requirements of the second sentence of paragraph 110 and paragraphs 113(a), 114, 115, 118, 119(a) to (c), 120 to 127 and 129 of IFRS 15 Revenue from Contracts with Customers

∙the requirements of paragraph 52, the second sentence of paragraph 89, and paragraphs 90, 91 and 93 of IFRS 16 Leases. The requirements of paragraph 58 of IFRS 16, provided that the disclosure of details in indebtedness relating to amounts payable after 5 years required by company law is presented separately for lease liabilities and other liabilities, and in total

∙the requirement in paragraph 38 of IAS 1 'Presentation of Financial Statements' to present comparative information in respect of:

- paragraph 79(a)(iv) of IAS 1;

- paragraph 73(e) of IAS 16 Property, Plant and Equipment;

∙the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134-136 of IAS 1 Presentation of Financial Statements

∙the requirements of IAS 7 Statement of Cash Flows

∙the requirements of paragraph 17 and 18A of IAS 24 Related Party Disclosures

∙the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member

∙the requirements of paragraphs 130(f)(ii), 130(f)(iii), 134(d)-134(f) and 135(c)-135(e) of IAS 36 Impairment of Assets.

This information is included in the consolidated financial statements of Sysmex Corporation as at 31 March 2025 and these financial statements may be obtained from the ultimate parent company website www.sysmex.co.jp/en/..

2.3

Going concern

The Company has received a letter of support from the ultimate controlling party, Sysmex Corporation, to provide any necessary support to enable the Company to meet its liabilities as they fall due for a period of at least 12 months from the date on which the financial statements are approved. Having considered the financial position of Sysmex Corporation, the directors are satisfied that it has sufficient resources to provide financial support should it be required.

In light of the support that the Company has from its ultimate controlling party, the directors believe the Company will have sufficient funds for the foreseeable future and as such these financial statements have been prepared on a going concern basis.

Page 15

CYTOCELL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)

2.4

Revenue

The Company recognises revenue from the following major sources:

∙Sale of in situ hybridisation ("FISH") probes

∙Provision of Research and Development services

Sale of goods

Cytocell Limited sells a range of fluorescence in situ hybridisation ("FISH") probes for detecting gene rearrangements related to inherited genetic disease and cancer. These FISH probes are sold under the Cytocell brand in over 60 countries worldwide. In most countries the probes are sold through distributors, however in the UK, Europe and North America, they are sold direct to laboratories ("direct sales") by either Cytocell Limited or other OGT and Sysmex group companies.

For sales of products, revenue is recognised when the goods are despatched from our warehouse and are in control of the courier.

Rendering of research and development services

The Company provides research and development services to other group companies for the development of various products. Such services are recognised as a performance obligation satisfied over time. Revenue is recognised for these services based on the stage of completion of the contract or on a cost-plus basis for time, materials and resources provided. For development contracts, the directors have assessed that the stage of completion determined as the proportion of the total time expected to install that has elapsed at the end of the reporting period is an appropriate measure of progress towards complete satisfaction of these performance obligations under IFRS 15. Payment for services is not due from the customer until the agreed contract milestones are complete. For cost-plus contracts revenue is recorded as cost accumulates and the contract asset is recognised over the period in which the research and development services are performed representing the entity's right to consideration for the services performed to date.

2.5

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Profit and loss account within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

Page 16

CYTOCELL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)

2.6

Leases

The Company as a lessee

The Company assesses whether a contract is or contains a lease, at inception of a contract. The Company recognises a right-of-use asset and a corresponding lease liability with respect to all lease agreements in which it is the lessee, except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of low value assets. For these leases, the Company recognises the lease payments as an operating expense on a straight-line basis over the term of the lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Company uses its incremental borrowing rate.

The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made.

The Company remeasures the lease liability (and makes a corresponding adjustment to the related right-of-use asset) whenever:

∙the lease term has changed or there is a change in the assessment of exercise of a purchase option, in which case the lease liability is remeasured by discounting the revised discount rate.

∙the lease payments change due to changes in an index or rate or a change in expected payment under a guaranteed residual value, in which cases the lease liability is remeasured by discounting the revised lease payments using the initial discount rate (unless the lease payments change is due to a change in a floating interest rate, in which case a revised discount rate is used).

∙a lease contract is modified and the lease modification is not accounted for as a separate lease, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate.

The right-of-use assets comprise the initial measurement of the corresponding lease liability, lease payments made at or before the commencement day and any initial direct costs. They are subsequently measured at cost less accumulated depreciation and impairment losses.

Whenever the Company incurs an obligation for costs to dismantle and remove a leased asset, restore the site on which it is located or restore the underlying asset to the condition required by the terms and conditions of the lease, a provision is recognised and measured under IAS 37. The costs are included in the related right-of-use asset, unless those costs are incurred to produce inventories.

Right-of-use assets are depreciated over the shorter period of lease term and useful life of the underlying asset. If a lease transfers ownership of the underlying asset or the cost of the right-of-use asset reflects that the Company expects to exercise a purchase option, the related right-of-use asset is depreciated over the useful life of the underlying asset. The depreciation starts at the commencement date of the lease.

The Company applies IAS 36 to determine whether a right-of-use asset is impaired and accounts for any identified impairment loss as described in note 2.8.

Variable rents that do not depend on an index or rate are not included in the measurement the lease liability and the right-of-use asset. The related payments are recognised as an expense in the period in which the event or condition that triggers those payments occurs and are included in profit or loss.

Page 17

CYTOCELL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)

2.6

Leases (continued)

As a practical expedient, IFRS 16 permits a lessee not to separate non-lease components, and instead account for any lease and associated non-lease components as a single arrangement. The Company has used this practical expedient.

2.7

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:

∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

2.8

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Page 18

CYTOCELL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)

2.8

Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the following methods:.

Depreciation is provided on the following basis:

Leasehold improvements	-	10% straight line
Leased assets	-	Straight line over the lease term
Fixtures and fittings	-	20% straight line
Lab equipment	-	25% reducing balance or 25-33% straight line
Office equipment	-	20% or 33% straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

Page 19

CYTOCELL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)

2.9

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

2.10

Financial instruments

The Company recognises financial instruments when it becomes a party to the contractual arrangements of the instrument. Financial instruments are de-recognised when they are discharged or when the contractual terms expire. The Company's accounting policies in respect of financial instruments transactions are explained below:

Financial assets and financial liabilities are initially measured at fair value.

Financial assets

All recognised financial assets are subsequently measured in their entirety at either fair value or amortised cost, depending on the classification of the financial assets.

Debt instruments at amortised cost

Debt instruments are subsequently measured at amortised cost where they are financial assets held within a business model whose objective is to hold financial assets in order to collect contractual cash flows and selling the financial assets, and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Amortised cost is calculated using the effective interest method and represents the amount measured at initial recognition less repayments of principal plus the cumulative amortisation using the effective interest method of any difference between the initial amount and the maturity amount, adjusted for any loss allowance.

Impairment of financial assets

The Company recognises a loss allowance for expected credit losses on investments in debt instruments that are measured at amortised or at FVOCI. The amount of expected credit losses is updated at each reporting date to reflect changes in credit risk since initial recognition of the respective financial instrument.

The Company always recognises lifetime ECL for trade receivables and amounts due on contracts with customers. The expected credit losses on these financial assets are estimated based on the Company's historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value of money where appropriate. Lifetime ECL represents the expected credit losses that will result from all possible default events over the expected life of a financial instrument.

Financial liabilities

Fair value through profit or loss

Financial liabilities are classified as at fair value through profit or loss, when the financial liability is held for trading, or is designated as at fair value through profit or loss. This designation may be made if such designation eliminates or significantly reduces a measurement or recognition

Page 20

CYTOCELL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)

2.10

Financial instruments (continued)

inconsistency that would otherwise arise, or the financial liability forms part of a group of financial instruments which is managed and its performance is evaluated on a fair value basis, or the financial liability forms part of a contract containing one or more embedded derivatives, and IFRS 9 permits the entire combined contract to be designated as at fair value through profit or loss. Any gains or losses arising on changes in fair value are recognised in profit or loss to the extent that they are not part of a designated hedging relationship.

At amortised cost

Financial liabilities which are neither contingent consideration of an acquirer in a business combination, held for trading, nor designated as at fair value through profit or loss are subsequently measured at amortised cost using the effective interest method. This is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or where appropriate a shorter period, to the amortised cost of a financial liability.

2.11

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured.

If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only

2.12

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

2.13

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

2.14

Creditors

Creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers.

Creditors are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.

Page 21

CYTOCELL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

3.	Judgements in applying accounting policies and key sources of estimation uncertainty

In the application of the Company's accounting policies, which are described in note 2, the directors are required to make judgements (other than those involving estimations) that have a significant impact on the amounts recognised and to make estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

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

Critical judgements in applying the Company's accounting policies

Recoverability of amounts owed by group undertakings

Management make estimates when considering the recoverability of amounts owed by group undertakings and whether any provision is required based on expected monies to be received. The directors have assessed the position of each amounts owed by group undertakings and have not identified any impairment.

Sale of goods	14,149,182	11,762,495
Research and development	1,337,276	1,546,499
	15,486,458	13,308,994

Analysis of turnover by country of destination:

					2025	2024
					£	£

United Kingdom	2,902,394	2,370,247
Rest of Europe	2,485,510	1,959,129
Rest of the world	10,098,554	8,979,618
	15,486,458	13,308,994

Page 22

CYTOCELL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

Fees payable to the Company's auditor for the audit of the Company's financial statements

27,146

25,872

Wages and salaries	3,643,071	3,410,729
Social security costs	471,904	381,129
Cost of defined contribution scheme	357,451	338,237
	4,472,426	4,130,095

The average monthly number of employees, including the directors, during the year was as follows:

	2025	2024
	No.	No.

Production	30	26
Research and development	28	36
Selling, general and administrative	18	15

	76	77

7.	Directors' remuneration

The directors are employees of Oxford Gene Technology IP Limited. Their services as directors of Cytocell Ltd are purely incidental to their overall roles, and hence they receive no remuneration for these duties.

8.	Other operating income
		2025	2024
		£	£

Other operating income	382,391	100,981
Foreign exchange difference - gain	3,735	-
	386,126	100,981

Page 23

CYTOCELL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

9.	Finance costs
		2025	2024
		£	£

	Interest expense on lease liabilities	251,944	282,765
		251,944	282,765

Corporation tax
Current tax on profits for the year	268,613	25,401
Adjustments in respect of previous periods	(100,217)	(201,485)
	168,396	(176,084)

Total current tax	168,396	(176,084)

Deferred tax
Origination and reversal of timing differences	15,344	39,642
Adjustments in respect of previous periods	(19,531)	616
Total deferred tax	(4,187)	40,258


	Taxation on profit/(loss) on ordinary activities	164,209	(135,826)

Page 24

CYTOCELL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

10.Taxation (continued)

Profit on ordinary activities before tax

3,594,416

2,640,698

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)	898,604	660,175
Effects of:
Expenses not deductible in determining taxable profit	2,885	2,351
Fixed asset differences	3,294	2,551
Adjustments to tax charge in respect of prior periods	(100,217)	(201,485)
Adjustments to brought forward values	-	36,736
R&D expenditure credits	(9,488)	(25,245)
Group relief surrendered/ (claimed)	(630,869)	(610,909)
Total tax charge for the year	164,209	(135,826)

Factors that may affect future tax charges

The Company is a subsidiary of Sysmex Group which is in the scope of the OECD Pillar Two model rules. Pillar Two legislation has been enacted in the UK, the jurisdiction in which the entity is incorporated, and is effective in 2025.

Under the legislation, the group of which the Company is a member is liable to pay top-up tax in the UK for the difference between the globe effective tax rate for each jurisdiction and the 15% minimum rate. In addition, top-up taxes are payable locally where qualifying domestic minimum top up taxes have been legislated and are in effect.

The Company applies the exception to recognising and disclosing information about the deferred tax assets and liabilities related to Pillar Two income taxes, as provided in the amendments to IAS 12 issued in May 2023.

Research & development charged as an expense	1,430,160	744,774
Depreciation of tangible fixed assets	976,237	940,340
Exchange differences	(3,735)	5,734
Defined contribution pension cost	357,451	338,237

Page 25

CYTOCELL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

12.	Tangible fixed assets

	Office & laboratory building	Leasehold improvements	Fixtures and fittings	Office equipment	Laboratory equipment	Total
	£	£	£	£	£	£
Cost or valuation
At 1 April 2024	7,784,421	408,792	15,947	311,098	1,501,709	10,021,967
Additions	-	20,566	-	186,084	172,427	379,077
Disposals	-	-	-	(6,982)	(36,217)	(43,199)
At 31 March 2025	7,784,421	429,358	15,947	490,200	1,637,919	10,357,845
Depreciation
At 1 April 2024	2,907,158	138,046	6,801	228,719	850,872	4,131,596
Charge for the year on owned assets	-	42,924	3,189	67,339	182,237	295,689
Charge for the year on right-of-use assets	680,548	-	-	-	-	680,548
Disposals	-	-	-	(6,982)	(34,195)	(41,177)
At 31 March 2025	3,587,706	180,970	9,990	289,076	998,914	5,066,656
Net book value
At 31 March 2025	4,196,715	248,388	5,957	201,124	639,005	5,291,189
At 31 March 2024	4,877,263	270,746	9,146	82,379	650,837	5,890,371

As at the 31 March 2025, tangible fixed assets included right-of-use assets in relation to the office & laboratory building amounting to a net book value of £4,196,715 (2024: £4,887,263) with depreciation charged in the year of £680,548 (2024: £680,549).

13.	Stocks
		2025	2024
		£	£

Raw materials and consumables	944,780	664,991
Work in progress	409,037	442,330
Finished goods and goods for resale	114,584	269,752
	1,468,401	1,377,073

Page 26

CYTOCELL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

14.

Debtors

						As restated
					2025	2024
					£	£


Trade debtors	1,045,400	921,942
Amounts owed by group undertakings	62,073,052	53,417,917
Other debtors	103,548	60,067
Prepayments and accrued income	262,916	179,080
Tax recoverable	623,270	517,065
Contract assets	14,816	-
	64,123,002	55,096,071

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

The prior year comparatives have been restated to reclassify £817,766 originally included within trade debtors to amounts owed by group undertakings.

15.	Creditors: Amounts falling due within one year
		2025	2024
		£	£

Trade creditors	564,903	675,881
Amounts owed to group undertakings	26,986,353	21,313,072
Lease liabilities	680,548	654,321
Other creditors	5,106	5,106
Accruals and deferred income	647,088	614,080
	28,883,998	23,262,460

The amounts owed to the parent company and other group undertakings are unsecured, repayable on demand and do not accrue interest.

16.	Creditors: Amounts falling due after more than one year
		2025	2024
		£	£

Lease liabilities	3,922,299	4,602,217
Accruals and deferred income	-	87,125
	3,922,299	4,689,342

Page 27

CYTOCELL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

17.	Leases
	Company as a lessee
	Under IFRS 16:
	Lease liabilities are due as follows:
		2025	2024
		£	£

Current	680,548	654,321
Between one year and five years	2,722,193	2,959,334
Over five years	1,200,106	1,642,883
	4,602,847	5,256,538

The following amounts in respect of leases, where the Company is a lessee, have been recognised in profit or loss:
	2025	2024
	£	£

Interest expense on lease liabilities

251,944

282,765

18.	Provisions

		Dilapidation provision


	At 1 April 2024	123,440
	Released in year	6,165
	At 31 March 2025	129,605

The dilapidations provision at the end of the current year represents management's estimate of the reinstatement cost of its laboratory and office premises at 418 Cambridge Science Park, Cambridge. The dilapidation provision will not crystalise until the end of lease in 2031.

Page 28

CYTOCELL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

19.	Deferred taxation

		2025
		£

	At beginning of year	(248,043)
	Charged to profit or loss	4,187
	At end of year	(243,856)

The provision for deferred taxation is made up as follows:
	2025	2024
	£	£

Fixed asset timing differences	(241,651)	(216,345)
Short term timing differences	(2,205)	(31,698)
	(243,856)	(248,043)

20.	Retirement benefit schemes

Defined contribution schemes

The Company operates defined contribution retirement benefit schemes for all qualifying employees. The assets of the schemes are held separately from those of the Company in funds under the control of trustees.

The total cost charged to profit and loss account of £357,452 (2024: £338,237) represents contributions payable to these schemes by the Company at rates specified in the rules of the plan. No contributions were outstanding or prepaid at 31 March 2024 or 31 March 2025.

21.	Share capital
		2025	2024
		£	£

Allotted, called up and fully paid

33,529,000 (2024 - 33,529,000) ordinary shares of £0.01 each	335,290.00	335,290.00

Page 29

CYTOCELL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

22.

Reserves

Share premium

Includes any premiums received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium.

Other reserves

Includes amounts in respect of share-based payments.

23.	Related party transactions
	The Company has taken advantage of the exemption within FRS 101, for wholly owned subsidiary undertakings not to disclose transactions with the same group. The consolidated financial statements for Sysmex Corporation, in which the Company is included, are publicly available at www.sysmex.co.jp/en/.

24.	Controlling party

The Company's immediate controlling party is Oxford Gene Technology IP Limited, incorporated in England & Wales.

In the opinion of the directors, the Company's ultimate parent Company and ultimate controlling party is Sysmex Corporation, a Company incorporated in Japan.

The parent undertaking of the largest and smallest group, which includes the Company and for which group accounts are prepared, is Sysmex Corporation, registered at 1-5-1 Wakinohama-Kaigandori, Chuo-ku, Kobe 651-0073, Japan. Copies of the group financial statements of Sysmex Corporation are available from the company website www.sysmex.co.jp/en/.

Page 30