REGISTERED NUMBER: 08916044 (England and Wales)

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTOR AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2025

FOR

STEMCELL TECHNOLOGIES UK LIMITED

Page

Company Information

1

Group Strategic Report

2

Report of the Director

10

Report of the Independent Auditors

11

Consolidated Statement of Profit or Loss

15

Consolidated Statement of Profit or Loss and Other Comprehensive Income

16

Consolidated Statement of Financial Position

17

Company Statement of Financial Position

19

Consolidated Statement of Changes in Equity

21

Company Statement of Changes in Equity

22

Consolidated Statement of Cash Flows

23

Company Statement of Cash Flows

24

Notes to the Statements of Cash Flows

25

Notes to the Consolidated Financial Statements

26

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

The director presents the strategic report for the year ended 30 June 2025.

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. Based in Vancouver, British Columbia, STEMCELL is Canada's largest biotechnology company, with over 1800 employees globally. 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 initiatives. 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 2025, turnover was £58,476K (2024: £63,247K), gross profit was £24,083K (2024:

£26,671K), and net profit for the year was £2,752K (2024: £3,432K).

In an economic context similar to the previous year, the company's turnover continued to decrease over the fiscal year. As a reminder, this performance is mainly the result of:

- Inflation that leads to high interest rates that prevent Biotech & Pharma companies from taking risks and that leads them to reduce the amount of their orders to a minimum and their commitment to long-term projects;

- Reduced equity financing capacity compared to the size of venture capital investments that biotech companies experienced until the second quarter of 2022. These investments had allowed STEMCELL to experience unusually high post-Covid revenue levels until fiscal year 2023.

These two main effects lead to a depressed and more unpredictable market for STEMCELL in a situation where massive investments had been made by the company during the 2022 and 2023 financial years, particularly in its talent (hiring and salary increases), in the development of products for clinical applications, in digital projects (website, SAP internal information system, etc.) and in its buildings, and continued to weigh on its competitiveness.

After the first quarter of the 2025 fiscal year (July to September 2024), concrete and forecast elements have led the company to revise downwards the turnover for the fiscal year again. These elements are in particular:

- Difficulty in achieving first-quarter revenue compared to expectations,

- Market trend and business performance,

- The continued decline in venture capital investment,

- Lower-than-expected sales forecasts.

In order to ensure its financial health, the company therefore postponed non-essential or lower-priority initiatives during the year, continued to significantly reduce its overhead expenses and further restructure the organization with a reorganization plan.

This is not reflected in its statutory financial statements because its policy on the purchase price of products from the STEMCELL Group provides for the maintenance of its operating profit. Thus, the decrease in its structural costs is offset by an increase in the purchase price of STEMCELL products.

The company is approaching the coming years with a streamlined cost structure, now fully in line with the new market conditions. This stabilization of our operating base, coupled with the resumption of investments in scientific research, allows us to anticipate a controlled growth in our revenue. Although a short-term return to the exceptional levels of 2021-2023 is not projected, our strategy focuses on sustainable profitability and risk mitigation through three priority areas.

1. Increased productivity and operational efficiency. To secure our profitability, we are continuing to improve our internal processes through :

o Automation and digitalization with the full deployment of a cross-departmental sales and operations (S&OP) process aiming to improve predictive accuracy and cost optimization

o Automation of order entry to increase administrative productivity and free up customer service resources for higher value-added tasks

o Integration of artificial intelligence into the workflows of all departments and continuous improvement of our e-commerce platforms aiming to improve customer experience and internal efficiency

2. Targeted business strategy to mitigate market risks. To make our business approach more resilient and efficient in the face of market volatility:

o Optimization of the sales force: Our teams strengthen their field presence and rely on advanced data analysis tools (sales and market) to deploy more targeted and effective sales actions.

o Strategic segmentation: The commercial approach is now more finely segmented by customer type and country, making it possible to anticipate and respond with agility to specific needs.

o Concentration on stable markets: We prioritize markets of expertise (pluripotent stem cells, organoids, immunology, primary cells) and financially stable customer segments, such as academic and pharmaceutical laboratories.

3. Pursuing strategic investments in innovation and quality for the future. To support future growth :

o Integration of innovative products: We are expanding our portfolio with highly anticipated technologies, such as the Highway1 solution resulting from the Group's recent acquisition of Cellular Highways Ltd.

o GMP range development: We continue our efforts to expand our GMP-grade product offering, meeting increasing regulatory requirements.

o Logistics optimization and CSR: Improving our supply chain in Europe and adapting our processes in an environmentally friendly manner remain constant priorities.

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.

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. Our 2025 Annual Employee Engagement Survey was completed by 87% of employees globally, with an overall engagement score of 55%. Results are reviewed at the organization level, as well as at the department and team levels. Our senior leaders are committed to addressing areas of concern while making STEMCELL the best workplace for talented professionals who are passionate about creating healthier communities through science.

- Customer experience: another important tool used within STEMCELL is the customer experience survey. The last one was launched on January 21, 2025, the survey was distributed to over 100,000 customers and aimed to capture feedback across the full STEMCELL customer journey, from interacting with Sales and the website, to making purchases, using our products and accessing scientific support. STEMCELL earned ratings of four stars or higher in every area surveyed, with the highest scores in sales representative satisfaction and product performance. Every score matched or exceeded last year's results, with most showing improvement. This strong performance, despite a year of global and industry-wide challenges, demonstrates our ongoing commitment to delivering exceptional customer experiences and fulfilling our promise of being Scientists Helping Scientists.

- On-Time In-Full (OTIF): STEMCELL's European entities are primarily distribution companies, making OTIF a key indicator of delivery performance. It measures whether a sales order is shipped in full and within 24 hours of the expected shipment date. European OTIF was 75.8% in FY25.

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, 2026 on our website (https://www.stemcell.com/our-responsibility). It constitutes STEMCELL's modern slavery reporting statement for the financial year ending June 30, 2025 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:

FY24

FY24

FY25

FY25

Name and description

In kWh

In CO2/tonne

In kWh

In CO2/tonne

Electricity

965,272

110

999,963

78

Gas

298,175

57

341,111

69

Total

1,263,447

167

1,341,074

147

Intensity ratio (Kg CO2/m2)

49.90096

29.67

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 since then, until 2026, 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.

Fiscal Year 2025 marks an inflection point in our sustainability maturity as we expand and realign our carbon accounting in accordance with our SBTi commitment. Previous STEMCELL annual sustainability reports included significant GHG emissions for our offices and distribution centers, and we are now in the process of updating our organizational boundary to include all STEMCELL entities, including subsidiaries, following SBTi and GHG Protocol guidelines. Our Scope 3 data has historically consisted of emissions from shipping, dry ice, travel, and waste, whereas we are now including these emissions within the appropriate Scope 3 category as defined by GHG Protocol, (for example, "shipping" is now Category 9: Downstream Transportation and Distribution"). At the time of preparation of this report, our data collection and validation was still underway; consequently, this year's report includes the same scope of emissions as our 2024 annual sustainability report, but with greater completeness and aligned to the SBTi methodology and category terms.

STEMCELL became carbon neutral this fiscal year, fulfilling our 2022 commitment to do so by calendar year 2025. We plan to maintain operational carbon neutrality on our journey to net zero by 2050. The focus of our climate strategy this year has been the expansion of our GHG inventory to include all Scope 3 categories as defined by GHG Protocol, as we plan to set near-term and long-term targets for validation by SBTi in calendar year 2026.

In Fiscal Year 2025, we made significant progress transitioning to sustainable energy sources and are proud to report that nearly 90% of our global facilities are powered by carbon-free 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 80% of our British Columbia facilities. Our offices in France, Germany, and the United Kingdom run on 98-100% carbon-free electricity, our United States Distribution Centre uses renewable electricity, and our China offices use a mix of conventional and renewable energy. We are investigating further opportunities to complete our clean energy transition across our global facilities.

STEMCELL employees demonstrate a high degree of awareness and engagement when it comes to our environmental sustainability initiatives. This was recently exemplified in our 2025 Annual Employee Engagement Survey results, in which 81% of our employees agree or strongly agree that "STEMCELL is committed to protecting the environment," which is 1% above the global benchmark.

To support our on-site employees in decarbonizing their commutes, we offer bike lockers and electric vehicle charging stations at many of our facilities and, whenever possible, ensure our locations are reasonably close to public transportation.

s.172 STATEMENT

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.

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 87% of staff in 2025.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:

- Diversity, Equity, and Inclusion Commitments : STEMCELL is a signatory of the Government of Canada's 50 - 30 Challenge which encourages organizations to advance gender parity, and increase diversity on boards and/or in senior leadership roles. This commits us to a range of best practices to improve DEI in our organization, including adopting inclusive hiring practices, fostering employee resource groups, providing training, and performing supplier evaluation.

- Employee Resource Groups: six ERGs that create community and help to build awareness of DEI initiatives.

- Training: STEMCELL delivers training to ensure that all employees are educated on best practices in diversity, equity, and inclusion.

- Supplier Evaluation : Our Supplier Diversity Policy extends our DEI commitment to our suppliers

We regularly review our global benefit offerings against best practices and industry benchmarks. We continuously look to adapt our benefit offerings across the globe where applicable.

STEMCELL is committed to maintaining a safe working environment where employees can talk openly about wellness and mental health without stigma and discrimination. We provide many different resources to support this, 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. Our employees in Canada also have access to mental health professionals through the extended health plan.

Whether by adoption or birth, welcoming a child into a household is an incredibly special and exciting time. In 2024, 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 reentry to full-time work when returning from leave.

In Fiscal Year 2025, BioTalent Canada recognized STEMCELL as an I.D.E.A.L. Bioscience Employer for the third consecutive year. This program recognizes organizations in the Canadian bio-economy that embody the principles of inclusion, diversity, equity, and accessibility leadership (I.D.E.A.L) needed to promote growth and success in the biotech sector.

STEMCELL was recertified in 2024 and 2025 for Canada's Most Admired™ Corporate Cultures award, which we first received in 2023. This award celebrates best-in-class Canadian organizations with outstanding corporate cultures, which have helped them enhance performance and sustain a competitive advantage. In 2025, we were also a recipient of Canada's Best Managed Companies Award at the Platinum level, after seven consecutive years of recognition. This award is Canada's leading business awards program that recognizes excellence in all aspects of management, from financial performance through strategy, capability, and commitment.

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.

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.

In Fiscal Year 2023, we launched our Supplier Sustainability, Diversity, Equity, and Inclusion Program, executed our first Supplier ESG Assessment (an expansion of our Annual Supplier Performance Evaluation Program), and implemented a responsible sourcing framework. These measures support the extension of our ESG values to our procurement processes for the responsible sourcing of goods and services.

In Fiscal Year 2024, STEMCELL published our Supplier Code of Conduct to nurture principles of good governance and accountability throughout our value chain and articulate our core value of integrity. The code outlines the expectations we have of our suppliers, including the requirement to provide safe working conditions, treat employees fairly and respectfully, use ethical business practices, be socially inclusive, ensure information and data security, and exhibit environmental compliance and stewardship.

In Fiscal Year 2025, we formalized the following strategic imperatives for responsible sourcing:

- Regulatory Compliance including those that govern responsible sourcing and require us to perform due diligence with our suppliers to ensure that materials used in our products are procured ethically and sustainably.

- Net Zero by 2050 : STEMCELL committed to the Science Based Targets initiative (SBTi) in 2024 and became operationally carbon neutral in 2025. We plan to achieve net zero emissions by 2050.

- Risk Mitigation and Operational Efficiency: Our prior manual assessment methods limited our ability to scale our supplier evaluation program. By using a third-party platform we are able to increase coverage, improve data accuracy, and align our efforts with evolving best practices.

- Shared Values and Continuous Improvement: We strive to nurture strong, trusting, and lasting relationships with business partners who share our desire to reduce our collective environmental impact, safeguard communities, and embed transparency into our processes. Our Supplier Code of Conduct and Supplier Diversity Policy outline these expectations, and assessment results facilitate collaboration toward meaningful improvements over time.

STEMCELL initiated Annual Supplier ESG Assessments in Fiscal Year 2023; the following year we expanded the scope and depth of the assessment and increased coverage by 53%.

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, STEMCELL Technologies is passionate about advancing science and supporting the scientists of the future. We believe in universal access to life's essentials, like good health, safety, and social equity.

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:

- Our environmental performance steadily improved, and we continued to reduce our Scope 1 and 2 greenhouse gas emissions. Thanks to investments in renewable energy, energy-efficient operations, and high-quality verified carbon offsets, STEMCELL is now carbon neutral for these emissions. With a 16% reduction in Scope 3 emissions, we are firmly on the road to net zero by 2050, in line with our commitment under the Science Based Targets initiative. This past year, we also diverted 33% of waste from landfills and successfully recertified our environmental management system, reflecting our long-standing commitment to continuous improvement.

- Our contributions to community saw expanded engagement in 2025. More than 11,000 participants engaged in our Foster STEM Education initiatives this year, reflecting our dedication to inspiring the next generation of scientists and critical thinkers. We awarded 13 STEM scholarships to students, supported 56 community initiatives, and organized three global employee charity fundraisers. Since STEMCELL's inception more than 30 years ago, we have raised nearly $4 million for cancer research and care in British Columbia, Canada, where our headquarters are located. These investments help build the scientific capacity and community well-being essential to our society.

- We were honored to be recognized by a number of award-granting bodies this past year for our inclusive culture and workplace management practices. As well, for the second consecutive year, STEMCELL received an EcoVadis Bronze sustainability rating for the progress we made in the Environmental, Social and Governance space. These achievements are driven by our talented colleagues at STEMCELL who demonstrate exceptional collaboration, perseverance, and a deep responsibility to our customers, communities, and colleagues.

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

22 October 2026

The director presents his report with the financial statements of the company and the group for the year ended 30 June 2025.

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 2025 (2024: £NIL).

DIRECTOR

A C Eaves held office during the whole of the period from 1 July 2024 to the date of this report.

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

22 October 2026

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 2025 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 2025 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 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 group's and the parent company's ability to continue as a going concern for a period of at least twelve months and one day 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 directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Director, 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.

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 any matters in the 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 ten, 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.

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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

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 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 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:

- Reviewing all journals posted during the year and the nominal ledger and investigating large or unusual transactions;

- 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 disclosures in the financial statements through completion of a disclosure checklist and testing disclosures to supporting documentation to assess compliance with the Companies Act 2006;

- Safeguard review of financial statements by a qualified accountant independent of the audit team;

- Review the corporation tax return to ensure it complies with UK tax legislation and completion of our detailed corporation tax checklist;

- Safeguard review of corporation tax computations by a person qualified as a Chartered Tax Advisor or equivalent, independent of the audit team;

- Check a sample of compliance with right to work checks and a review of legal fees for any indication of material issues arising out of non-compliance with employment law.

The above matters and identified laws and regulations and potential fraud risks were communicated to all engagement team members, 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.

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.

Amy Enslin (Senior Statutory Auditor)

for and on behalf of Oury Clark Chartered Accountants

Statutory Auditors

Herschel House

58 Herschel Street

Slough

Berkshire

SL1 1PG

23 October 2026

CONTINUING OPERATIONS

Revenue

3

58,476,320

63,247,283

Cost of sales

(34,393,529

)

(36,576,528

)

GROSS PROFIT

24,082,791

26,670,755

Other operating income

2,855,674

2,570,232

Administrative expenses

(23,521,595

)

(25,787,360

)

OPERATING PROFIT BEFORE EXCEPTIONAL ITEMS

3,416,870

3,453,627

Exceptional items

-

1,010,955

OPERATING PROFIT

3,416,870

4,464,582

Finance costs

5

(162,797

)

(172,161

)

PROFIT BEFORE INCOME TAX

6

3,254,073

4,292,421

Income tax

8

(501,628

)

(860,582

)

PROFIT FOR THE YEAR

2,752,445

3,431,839

Profit attributable to:

Owners of the parent

2,752,445

3,431,839

PROFIT FOR THE YEAR

2,752,445

3,431,839

OTHER COMPREHENSIVE INCOME

Item that may be reclassified subsequently to profit or loss:

Foreign exchange reserve movement

131,213

(49,213

)

Income tax relating to item that may be reclassified subsequently to profit or loss

-

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

131,213

(49,213

)

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

2,883,658

3,382,626

Total comprehensive income attributable to:

Owners of the parent

2,883,658

3,382,626

ASSETS

NON-CURRENT ASSETS

Owned

Intangible assets

10

17,010,730

-

Property, plant and equipment

11

3,086,841

3,405,254

Right-of-use

Property, plant and equipment

11, 20

3,565,007

4,084,644

Investments

12

-

-

23,662,578

7,489,898

CURRENT ASSETS

Inventories

13

4,247,557

4,936,421

Trade and other receivables

14

10,230,674

9,367,638

Tax receivable

591,345

1,002,546

Cash and cash equivalents

15

2,864,740

1,806,319

17,934,316

17,112,924

TOTAL ASSETS

41,596,894

24,602,822

EQUITY

SHAREHOLDERS' EQUITY

Called up share capital

16

110

110

Share premium

17

1,674,940

1,674,940

Foreign exchange reserve

17

159,017

27,804

Retained earnings

17

9,020,211

6,267,766

TOTAL EQUITY

10,854,278

7,970,620

LIABILITIES

NON-CURRENT LIABILITIES

Trade and other payables

18

7,409,524

-

Financial liabilities - borrowings

Lease liabilities

19, 20

3,191,832

3,743,467

Pension liability

23

205,798

203,978

Deferred tax

22

4,248,237

-

15,055,391

3,947,445

CURRENT LIABILITIES

Trade and other payables

18

14,809,525

11,571,400

Financial liabilities - borrowings

Lease liabilities

19, 20

826,472

773,297

Tax payable

51,228

340,060

15,687,225

12,684,757

TOTAL LIABILITIES

30,742,616

16,632,202

TOTAL EQUITY AND LIABILITIES

41,596,894

24,602,822

The financial statements were approved by the director and authorised for issue on 22 October 2026 and were signed by:

A C Eaves - Director

ASSETS

NON-CURRENT ASSETS

Owned

Intangible assets

10

-

-

Property, plant and equipment

11

1,058,934

1,225,225

Right-of-use

Property, plant and equipment

11, 20

2,349,915

2,719,850

Investments

12

15,458,409

1,693,194

18,867,258

5,638,269

CURRENT ASSETS

Inventories

13

101,816

99,586

Trade and other receivables

14

4,193,219

4,120,738

Tax receivable

179,148

184,191

Cash and cash equivalents

15

482,782

259,736

4,956,965

4,664,251

TOTAL ASSETS

23,824,223

10,302,520

EQUITY

SHAREHOLDERS' EQUITY

Called up share capital

16

110

110

Share premium

17

1,674,940

1,674,940

Retained earnings

17

1,531,412

580,353

TOTAL EQUITY

3,206,462

2,255,403

LIABILITIES

NON-CURRENT LIABILITIES

Trade and other payables

18

7,409,524

-

Financial liabilities - borrowings

Lease liabilities

19, 20

2,105,487

2,513,831

9,515,011

2,513,831

CURRENT LIABILITIES

Trade and other payables

18

10,637,761

5,089,993

Financial liabilities - borrowings

Lease liabilities

19, 20

464,989

443,293

11,102,750

5,533,286

TOTAL LIABILITIES

20,617,761

8,047,117

TOTAL EQUITY AND LIABILITIES

23,824,223

10,302,520

The financial statements were approved by the director and authorised for issue on 22 October 2026 and were signed by:

A C Eaves - Director

Called up

Foreign

share

Retained

Share

exchange

Total

capital

earnings

premium

reserve

equity

£

£

£

£

£

Balance at 1 July 2023

110

2,835,927

1,674,940

77,017

4,587,994

Changes in equity

Total comprehensive income

-

3,431,839

-

(49,213

)

3,382,626

Balance at 30 June 2024

110

6,267,766

1,674,940

27,804

7,970,620

Changes in equity

Total comprehensive income

-

2,752,445

-

131,213

2,883,658

Balance at 30 June 2025

110

9,020,211

1,674,940

159,017

10,854,278

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Balance at 1 July 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

Changes in equity

Total comprehensive income

-

951,059

-

951,059

Balance at 30 June 2025

110

1,531,412

1,674,940

3,206,462