Annual Report and Accounts for the year ended 2024

Novacyt Annual Report and Accounts for the year ended 31 December 2024

Laying the Foundations for Growth

Contents

1. Business Overview 04

   What we do 05

   Harnessing experience and expertise 06

   around our strategic pillars

   Highlights 08

2. Strategic Report 10

   Strengthening our portfolio to meet 11

   our customers' needs

   Chief Executive Officer's & 16

   Chairman of the Board Review

   Section 172 (1) Statement 22

   Financial Review 24

   Sustainability 30

   Our team at the Novacyt Group 34

3. Governance 36

   The Board of Directors 37

   Directors' Report 42

   QCA Principles 46

   Nomination Committee Report 54

   Directors' Remuneration Report 55

   Performance Share Awards Scheme 58

   Audit Committee Report 60

   Principle Risks and Risk Management 64

4. Financial Statements 72

   Responsibility Statement of 73

   the Directors in Respect of the Annual Financial Report

   Statutory Auditors Report on the 73

   Consolidated Financial Statements

5. Accounts and Notes 76

   Notes to the Annual Accounts 82

6. Company Information 142

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Business Overview

What we do

Novacyt is an international molecular diagnostics company providing a growing portfolio of integrated technologies and services, primarily focused on delivery of genomic medicine. The Group develops, manufactures,

and commercialises a broad range of molecular assays, workflows, and instrumentation for both research and clinical applications. The Group is recognised as a leader in reproductive health, precision medicine and infectious disease.

Our Mission

Our Vision

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What do we offer?

• Clinical

  A focused portfolio of in vitro diagnostic tests for human health with screening and diagnostic tests across the three strategic pillars of reproductive health, infectious disease and precision medicine.

• Research

  A broad range of high quality, reliable reagents, and qPCR assays for pathogen detection aimed at the life science industry across human health, food, water and agriculture, veterinary and animal health.

• Instrumentation

Ranger® Technology for DNA size selection and target enrichment across multiple applications including NIPT, liquid biopsy, long read sequencing and gene synthesis. In addition we have a range of qPCR instrumentation for in-field testing.

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Business Overview

Harnessing experience and expertise around our strategic pillars

Clinical in vitro diagnostics assay development

Our Clinical assay portfolio is a cornerstone of the combined Group and the majority for the clinical focus sits within the Yourgene Health brand. Our key strength is the ability to develop clinical assays that will have

a positive impact on human health. Being able to truly understand clinical pathways, identifying unmet clinical needs, keeping on top of different healthcare reimbursement and insurance coverage policies and changes to clinical guidance, enables us to create market opportunities for clinical tests. The team can

then develop products that meet the needs of clinicians using a range of different technologies such as NGS, ARMS and qPCR amongst others. Yourgene has a range of screening and diagnostic tests in the field of reproductive health, precision medicine and infectious disease. Understanding the regulatory landscape and building products that can be registered as IVDs is a key focus of the clinical development team's expertise.

Research tools for life sciences

The Primerdesign™ life science division within the Group is focused on the design, manufacture, validation and supply of real-time PCR kits and reagents. With

a comprehensive range (1200+) of qPCR assays, this division supports our life sciences research customers with accurate, up-to-date testing kits and tools for pathogen detection. It boasts a broad portfolio of pathogen kits across different applications including human health, animal and veterinary, food, water

and agriculture. In addition, the team has a wealth of expertise in developing custom assays for our partners. This includes qPCR assay design, multiplexing, custom and extraction workflow solutions.

Yourgene Genomic Services laboratory in Manchester, provides a range of genetic analysis services for our research and pharma customers to support partners with DNA extractions, biobanking, genotyping, arrays and sequencing workflows (WES and WGS).

Instrumentation

Novacyt has two different families of instrumentation both offering unique solutions to our customers genetic testing needs. The core fundamental underpinning

our instrumentation portfolio is building platforms, consumables and reagents that are built with our customers in mind.

• Ranger® Technology - this game-changing technology is used for next generation DNA size selection, enabling customers to enrich a specific target through real-time machine

  vision. Ranger® Technology is deployed in the LightBench and NIMBUS Select instruments, giving customers automation and scalability across multiple applications.

• genesig™ q series of qPCR instruments both enable customers to take real-time PCR tests out of the laboratory, with portable options to run the instrument out in the field. This offers mobility, versatility, and speed to meet any testing need.

  Regulatory Expertise

  The clinical Yourgene team have a long history of having regulatory approved in vitro diagnostics tests, starting with the world's first NIPT assay, the IONA® test to receive its CE mark back in 2015. The In Vitro Diagnostic Regulation (IVDR 2017/746) replaced the current In Vitro Diagnostic Directive (IVDD 98/79/EC). IVDR provides the regulatory framework for safe and effective tests for the benefit of patients. In addition to the growing requirements and challenges of IVDR, the experienced regulatory team work hard to ensure other products are registered in additional non-European regions and are available for sale in regions such as Vietnam, Australia, Canada amongst others. We are thrilled to have received IVDR accreditation for three of our clinical tests, Yourgene® DPYD genotyping assay, Yourgene® Cystic Fibrosis Base kit and the Yourgene® QST*R Rapid Aneuploidy Analysis test and others are in the process of being submitted for IVDR accreditation.

  Technical Services

  Our global Technical Services team is often seen as a true extension of their own team by our lab customers. We receive consistent feedback that they provide excellent and detailed training programmes, pre and post installation support, hand-holding and ongoing operational support. Our teams pride themselves on being fast, responsive, supportive and proactive. The teams are very customer focused and aim to deliver

  a comprehensive service plan for our more complex NGS workflows such as NIPT and Ranger® Technology across different applications. The Primerdesign technical team are always on hand to handle any support for customers around their pathogen testing with troubleshooting and technical advice to ensure that customers can generate the most accurate results in a timely manner.

  Software and Bioinformatics

  Developing bespoke software analysis tools to work alongside our assays, instruments and workflows enables us to offer a comprehensive work package to a lab. Our Bioinformatics teams work closely with R&D

  teams to build data analysis tools to meet our customer needs. The Bioinformatics team also work alongside our customers and Technical Services team to ensure that data and reports that customers develop from

  our tests are accurate and the test is performing as it should in the customers hands. Many customers who do not have specialist bioinformatics resource rely on us to provide easy to interpret clinical results through a user-friendly software. For our pathogen detection research kits, we use the Bioinformatics expertise

  to ensure that the surveillance is accurate and the mutation coverage is kept up to date with changes within these pathogens.

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  Overview

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Annual Report and Accounts

Highlights

This has been a year of laying solid foundations ready for growth for the combined Novacyt Group following on from the acquisition, the previous year of Yourgene Health Ltd on 8th September 2023. The Group has seen a successful programme of cost-cutting, consolidating and restructuring to protect cash whilst focusing on growing revenue, product portfolio and investing for growth.

Operational & Commercial Highlights

Financial Highlights

and to Board of Directors (2 January 2024)

IVDR accreditation for Yourgene® Cystic Fibrosis

Group revenue for FY2024 was

Steve Gibson appointed as CFO

Closure of IT-IS International (8 October 2024)

£19.6m

Lyn Rees appointed as CEO and James McCarthy Base assay (17 October 2024)

steps down (1 May 2024)

Dr Ian Gilham appointed as Non-Executive

(11 June 2024)

Launch of new animal multiplex assays at London

Group gross profit

Settlement of the dispute with the DHSC

Successful VAT reclaim of £12.2 million

Director (31 October 2024)

Vet Show (14 November 2024)

£32.1m

(22 August 2024)

Site consolidations expected to deliver c. £2.0m

Dr John Brown CBE appointed as Chairman

EBITDA improvement (14 November 2024)

£9.1m

(1 October 2024)

Group EBITDA loss

Cash position on

9

31 December 2024 was

£30.5m

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Business Overview

Strategic Report

Strengthening our portfolio to meet our customers' needs

Clinical in vitro diagnostics

Yourgene Health is the clinical brand within the Novacyt Group with a growing portfolio of in vitro diagnostics products, workflows and services focused on three therapeutic areas: Reproductive Health, Precision Medicine and Infectious Diseases. The group

is investing in R&D in the next few years to grow this portfolio broader and have more products

and offerings to excite and delight our customers. In addition, we are always continuing to update and evolve the current range to ensure that they still meet clinical guidance and screening recommendations by leading industry bodies. Let's take

a closer look at some of the key products within the clinical portfolio.

Non-invasive prenatal testing

In the last decade, recent advances in technology in the field of prenatal screening during pregnancy had led to the vast improvements with the arrival of non-invasive prenatal testing (NIPT). This has given rise to huge increases in accuracy and precision

through the detection of circulating fetal DNA (cfDNA) in maternal blood. Non-invasive prenatal testing has been so successful since its introduction that it has since been called the vanguard of genomic medicine.

NIPT tests reduce the risk of false positives occurring, giving clinicians the confidence to refer mothers for an invasive test only when there is a high risk that the fetus is affected. This means fewer pregnant women

will undergo unnecessary invasive follow-up procedures such as an amniocentesis or chorionic villus sampling (CVS) which can be stressful, painful and may carry

a small risk of miscarriage. NIPT is a screening test, and all high-risk results must be followed up with a confirmatory invasive test.

NIPT was first launched as a super-lab service offering in the USA and China, but the market need for clinical laboratories wishing to run their own local NIPT service created great clinical demand. In 2015 Yourgene launched the IONA® test (CE-IVD) and changed the NIPT screening landscape. The IONA® test was the pioneer, the first to market as an IVD kitted product, enabling the democratisation of NIPT for a network

of clinical laboratories globally. Today, Yourgene has a comprehensive offering of NIPT workflows, utilising next generation sequencing, that have been built with labs in mind.

Yourgene has four different NIPT workflows for labs based on different sequencing platforms (Illumina and Thermo Fisher) and different regulatory landscapes.

• • IONA® Nx NIPT Workflow - CE-IVD based on Illumina Nextseq 550 Dx

  • The IONA® test workflow - CE-IVD based on Thermo Fisher Ion Torrent

  • Sage™ prenatal screen - RUO based on Thermo Fisher Ion Torrent

  • Yourgene® Nx NIPT Workflow - LDT customisable workflow on Illumina Nextseq 550 Dx

    The majority of the above NIPT workflows have a broad range of benefits to our lab customers enabling them to offer an accurate, comprehensive, competitive clinical NIPT service, including:

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  • A broad clinical menu including clinically actionable microdeletion syndromes and now we added functionality to detect copy number variations (CNVs)

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• Fetal fraction enrichment with our Ranger® Technology

• Low re-draw rates

• Highly flexible workflow that can be scaled

• Manual or automated workflows

  In addition, working directly with healthcare professionals and to support our lab customers we also run a clinical prenatal screening service from the Yourgene Genomic Services lab in Manchester.

  We now offer three options based on different clinical menus which expectant parents can select with the guidance of their healthcare professional:

• IONA® test detects Trisomy 21, 18 and 13

• IONA® Care detects Trisomy 21, 18 and 13 and sex chromosome aneuploidies

• IONA® Care + detects Trisomy 21, 18 and 13 and sex chromosome aneuploidies and clinically relevant microdeletions

  DPYD Genotyping

  The Yourgene DPYD assay is used to identify patients with Dihydropyrimidine Dehydrogenase (DPD) deficiency, through the rapid detection of six

  clinically relevant variants in the DPD enzyme. Patients with a DPD deficiency have a high risk of severe,

  and sometimes lethal, side effects following the administration of 5-Fluorouracil (5-FU), a widely used chemotherapy agent used in the treatment of many cancers including colorectal, head and neck, breast, pancreatic and stomach cancer.

  An estimated two million people globally are treated with fluoropyrimidines (including 5-FU) each year, with between 10-30% of these patients suffering severe side effects associated with DPD deficiency. DPYD genotyping for 5-FU toxicity has been adopted in many countries internationally with screening introduced into cancer care clinical pathways following government reimbursement in England, Wales,

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  Germany, Spain, Belgium, and the Ontario province of Canada. In addition, Australia has announced that

  they will soon be adopting DPYD genotyping routinely for cancer patients ahead of treatment. The screening enables clinicians to reduce the risk of increased toxicity from 5-FU exposure in these patients by lowering the treatment dose, or alternate drug therapy where indicated.

  The Yourgene® DPYD assay is now IVDR accredited and was one of the first pharmacogenomics tests in the market to receive this stamp of quality. It provides clinicians and patients with additional confidence

  in the high-quality and accuracy of this test which is increasingly becoming an essential screening requirement ahead of cancer patient treatment. In July 2024, the Association for Molecular Pathology

  (AMP) published their recommendations around the implementation of clinical pharmacogenomic DPYD genotyping assays so we are currently updating our DPYD test to meet these latest recommendations.

  Cystic Fibrosis screening

  Cystic Fibrosis (CF) is one of the most common

  life-shortening hereditary genetic conditions affecting 1 in 2500 live births in Caucasians. Within defined geographical populations and ethnic groups, there are variations in the predominant mutations. To address this variation, Yourgene provides a range of

  in vitro diagnostics kits designed specifically for these populations and groups. The kits use Amplification-Refractory Mutation System (ARMS) technology and genetic analysers to detect point mutations, insertions, or deletions in DNA.

  Yourgene® Cystic Fibrosis Base is a pan-European CF testing kit designed specifically to address the most common mutations found across populations of European origin. Alongside this assay, we offer several population-specific bolt-on panels for regions such as Iberia, Italy, France, UK and Germany as well as bespoke offerings for national programs. The

  assay is designed with all clinically relevant diagnostic scenarios in mind, including newborn screening

  and male factor infertility testing. Yourgene® Cystic Fibrosis Base has received IVDR accreditation.

  Instrumentation

  Ranger® Technology:

  Ranger® Technology offers industry-leading scalability and precision for DNA size selection, ensuring maximal enrichment, every time. Providing clinical

  and research laboratories with true walk away time, reducing workflow costs and improving yields. It offers a fast, effective, and efficient automated solution for separating DNA molecules based on their size and electrical charge; it uses patent-protected, machine-vision algorithms to interpret the gel electrophoresis process in real time.

  Ranger® Technology is deployed in our state-of-the-art DNA sample preparation platforms, LightBench and NIMBUS Select, with future platforms due to launch later this year. One of the greatest benefits of the technology is that it enables true target enrichment that is both automated and scalable and this can be utilised across different applications:

• NIPT - Ranger® is used in the IONA® Nx and Sage™ 32 NIPT workflows and other NIPT providers workflows, enriching fetal fraction to give more accurate results, first time.

• Liquid biopsy - Ranger® uses dynamic ctDNA target enrichment to enable early detection, with the capability in the future to capture patients with cancer earlier and therefore improve patient outcomes.

• Gene synthesis - Ranger's unique approach to sample visualisation and automated

  size-selection, ensuring higher sample purity, decreasing failure rates, and lowering overall costs in gene editing and gene synthesis workflows.

• Long read sequencing - LightBench has been shown to enable PacBio customers to optimise size selection for long-read sequencing libraries. Yourgene Health is a PacBio Compatible Partner.

genesig q-series qPCR Instrumentation:

Novacyt has a portfolio of accurate, robust, compact and portable range of qPCR instruments to meet the needs of space-limited laboratory testing and in-field testing.

genesig® q16 and q32 real-time PCR Instruments are accurate and robust yet portable, enabling 16 or 32 simultaneous reactions and are designed

where we provide these instruments via an Original Equipment Manufacturer (OEM) route to market.

to work across many in-field applications and at point-of-need workflows. The Group also offers a business to business partnership capability

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Research Assays for Life Sciences

Real-time PCR is an exceptionally powerful research tool. With the correct kits, reagents, and experimental design it is quick and easy to generate high quality meaningful data with real-time PCR. We have a diverse and competitive portfolio of assays available across three key verticals, and these assays are available in

a range of different formats of test kits - Advanced, Complete, Easy, Standard and Multiplex, all built to meet the needs of a broad range of research customers.

Human Healthcare

The human pathogen detection kit range forms the largest part of the genesig™ portfolio and is ever growing. This segment includes hundreds of kits for pathogenic bacteria, viruses, protozoa and

parasites amongst many others. We have a range of respiratory assays in the range looking at influenza A and B, RSV and SARS-CoV2 amongst others. Our

infectious disease range is comprehensive and covers sexually transmitted disease, viral and bacterial gastrointestinal disease, and tropical vector-borne diseases such as dengue fever and zika virus. These focus areas of human healthcare have substantial addressable markets. We are always horizon scanning to understand the evolving mutations in each pathogen outbreak to ensure we offer the most relevant and up-to-date products to support any aid agencies or NGOs with rapid and reliable assays for pathogen detection. This year we launched the new genesig®PLEX Kit for Mpox Differentiation of clades Ia, Ib and II, to support surveillance organisations tracking the mpox outbreaks.

Animal & Veterinary

The veterinary range is currently the fastest growing part of the genesig® portfolio with nearly 400 assays available for pathogen testing. qPCR based veterinary kits attract a lot of attention and this product range addresses some truly unique challenges in the field. Primerdesign specialises in tests for companion animals (cat, dog, household pets) and equine along

with a comprehensive range of animal and veterinary diagnostics covering all major animal groups, be it livestock, birds or exotic animals. This year we launched the two new genesig®PLEX kits for companion animals for the rapid, accurate detection of six gastrointestinal disease-causing pathogens in cats and dogs.

Food, Water and Agriculture

An exciting area of non-human diagnostics, this growing field has shown an uptake in the use of our qPCR assays. qPCR methods are proven to be the fastest and most accurate way for screening water and food. We offer highly sensitive kits for food borne pathogens, agriculture, meat and fish speciation, allergen testing and water contaminants. We have 68 assays for food contamination and 63 assays covering aquaculture. We have recently launched real-time PCR workflow for onsite detection of Norovirus in oysters helping to reduce public health risk and minimise shellfish farm closures.

Custom Assays

Our expertise extends to custom development solutions across multiple sectors including human health, animal and veterinary diagnostics and the food, water and agricultural markets, offering a full suite of services

for diagnostic companies: assay design, prototype testing, optimisation, validation, regulatory support, and kit manufacturing. We tailor solutions to in-house and open-format qPCR platforms, ensuring maximum performance. This comprehensive approach empowers our partners to bring innovative diagnostic tests to market with efficiency and confidence.

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Primerdesign's deep expertise makes us an ideal partner for custom assay and workflow development. With over 500 custom assays created and a global presence spanning 100 countries, we possess a wealth of experience to draw upon. This, combined with our rapid turnaround times of 2-6 weeks, empowers our clients to accelerate their route-to-market with tailored solutions. Our focus on innovation and customer collaboration positions us to consistently deliver the tools diagnostic companies need for success.

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Chief Executive Officer's & Chairman of the Board Review

2024 was a year of transition for Novacyt, as we continued to integrate Yourgene into the wider Group and began working as one unified global diagnostics business. Our focus in 2024 was to reduce our cost base and to consolidate and rationalise our product and services offering. These programmes are underway and on track to deliver the expected savings. We also saw encouraging growth in key areas of our portfolio, and we believe

we now have a foundation from which we can deliver long-term, sustainable value for shareholders.

Chief Executive Officer 29 April 2025

29 April 2025

Portfolio update

1. Clinical

   The Clinical business, predominantly Yourgene Health branded, is focused across three key strategic pillars: Reproductive Health, Precision Medicine and Infectious Diseases, which each represent large and growing addressable markets.

   We have made significant progress during the year and post-period end in progressing our clinical product portfolio through the new EU requirements of the In Vitro Diagnostic Regulation ("IVDR"). We now have three clinical products that are accredited under IVDR, after the Yourgene® Cystic Fibrosis Base assay, a quantitative fluorescence PCR (QF-PCR) test used

   for newborn screening as well as carrier screening in adults during family planning, received accreditation in October 2024, followed by the QST*R Base Rapid Aneuploidy Analysis assay in February 2025. Our regulatory team will continue to progress our key products through the IVDR process to ensure that they can be used in the clinical setting.

   Reproductive Health

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   Over 2024, the Reproductive Health business grew by 26% on a proforma basis, largely driven by the growth in the Group's cystic fibrosis portfolio in Australia, following the introduction of a new nationwide reimbursement pathway, enabling all eligible

   Australians to receive cystic fibrosis screening prior to, or early in, pregnancy.

   We have continued to strengthen our competitive position in the NIPT market with a series of upgrades to the IONA® Nx NIPT workflow, which now has the capability to run twice the number of the samples in one run than previously possible. In October 2024, we also held our IONA® Nx NIPT User Meeting in Paris which provided valuable customer insights to enable the development of future NIPT roadmaps.

   We supported several of our new NIPT laboratory customers with educational launch events to drive clinical awareness in their regions. We were proud to see our first local installed NIPT service laboratory in Colombia go live in October 2024. In addition, we have a new NIPT install lab customer in Kazakhstan, the Presidential Clinic who hosted a prestigious launch event for clinicians, and delegates from the Ministry of Health, in November 2024.

   Precision Medicine

   During July 2024, the Association for Molecular Pathology (AMP) published recommendations around the clinical implementation of pharmacogenomic dihydropyrimidine dehydrogenase ("DPYD") genotyping assays, an assay which helps identify cancer patients at risk of suffering a severe and potentially life-threatening reaction to common chemotherapy.

   Working with key opinion leaders around the world,

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   our R&D team is currently developing an enhanced version of our DPYD assay.

   In November 2024, the Royal College of Pathologists in Australia (RCPA) announced the need for DPYD testing to be introduced nationally and reimbursed. Each

   year, over 17,000 Australians undergo this treatment and around 30% of these patients develop grade 3-5 toxicity. Approximately 8% may avoid serious toxicity through DPYD genotyping, and we are encouraged by this recommendation by the RCPA that we believe could help many patients avoid potentially life-threatening side effects arising from fluoropyrimidine-based chemotherapy drugs.

   Infectious diseases

   The genesig™ Real-time PCR SARS-CoV-2 Winterplex had steady customer uptake over the winter season in the UK, however management has decided to keep the assay as an RUO assay rather than progressing through IVDR.

   Genomic Services

   Yourgene Genomic Services ("YGS") is now only located in Manchester, UK following the disposal of the Taiwan service laboratory. The business is equally split across research services for pharma, CRO and academia customers, providing them with DNA extractions, whole genome sequencing, exome sequencing, microarray and biobanking services.

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   The NIPT service expanded its offering with the post-period end launch in February 2025 of the IONA® Care +service, providing expectant parents with a broader clinical menu including clinically relevant microdeletions. The service lab team will launch a pan-cancer panel treatment selection test aimed at clinical laboratories and clinical research centres in the coming months.

2. Instrumentation

   Ranger® Technology ("Ranger"), the Group's automated DNA sample preparation and target enrichment technology continues to be a focus and a key

   growth driver for the Group. The platform enables lab customers to see improved performance in DNA sequencing workflows across multiple applications

   including NIPT, infectious disease testing, liquid biopsy, gene synthesis and long read sequencing. The Group has a range of Ranger platforms serving different customer segments and different sample throughputs, including the LightBench, Yourgene® QS250 (embedded in our NIPT solutions) and NIMBUS Select.

   The Group's R&D team has been working hard on a new Ranger platform, set to be launched later this year, that will enable two workflows in one instrument. Providing both fragment analysis and size selection, it will offer

   
   
   

   a unique value proposition to long read sequencing research labs. The instrument is currently with three customers' sites finalising the beta testing.

   Despite a cautious instrumentation purchasing environment during the year, we also saw healthy growth in Ranger consumables sales of 13% YoY, underlining the strength and utility of our Ranger Technology.

   In October 2024, we made the decision to close down our IT-IS International Limited subsidiary, a real-time PCR instrument manufacturer, which has improved the Group's EBITDA position by £1.0m annually. The MyGo PCR product range has since been discontinued due to low demand in a saturated marketplace, but

   we continue to support our customers with existing instruments in the field with our Technical Support team. In addition, we still have existing Original Equipment Manufacturer ("OEM") partnerships for realtime PCR instruments which we maintain and support.

3. Research Use Only

Primerdesign has continued to provide high quality research assays to the life sciences industry worldwide focusing on applications in human health, animal health, food, water and agriculture sectors. In June 2024, the Group launched a real-time PCR workflow

for rapid onsite detection of Norovirus in oysters, addressing an unmet testing need within the oyster farming community, which has seen steady adoption. In December 2024, we launched an mpox clade differentiation assay for monitoring and surveillance of the mpox pandemic which has been well received by our NGO customer base.

In November 2024, the Group expanded its veterinary and animal health portfolio with the addition of two companion animal multiplex assays for the rapid,

accurate detection of six gastrointestinal disease-causing pathogens in cats and dogs. The team launched a new Primerdesign website in February 2024 and is currently working on an e-commerce shop for life sciences customers to place orders online, expanding the Group's reach and supporting distributors with a focused sales and marketing portal.

By January 2025, the Group was in the process of completing changes to the Company's operational footprint, including relocating all of the Company's manufacturing to its Manchester facility. This meant transferring all manufacturing facilities for the Company's Ranger® instrumentation and consumables from Yourgene Health Canada's manufacturing site to Manchester, relocating the Primerdesign business from

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Southampton and closing its IT-IS International Limited subsidiary. These consolidations have been a core focus of the Group this year and by completing them, the Company has been able to utilise existing capacity to establish a centre of operational excellence.

The Group remains on track to deliver an incremental

£3.0m of annual EBITDA improvements through the various site consolidation activities once concluded. This is in addition to the £5.0m of acquisition synergy cost savings from the Yourgene Health acquisition.

In January 2024, the Group appointed Steve Gibson as Chief Financial Officer. Steve joined Novacyt in 2017 and had served as Group Finance Director since 2020. His financial and operational expertise around the acquisition of Yourgene Health were instrumental to the smooth delivery of the investment.

In May 2024, Lyn Rees and Jo Mason joined the Board as Chief Executive Officer and Chief Scientific Officer respectively. Both were instrumental in the seamless integration of Novacyt and Yourgene. Lyn's significant global leadership, commercial expertise and proven track record of successfully scaling companies has been invaluable to the Group. Jo,

a leading molecular biologist, has over 22 years of experience working in senior positions both in industry and at prominent research institutes and

has played a pivotal role in the Company highlighting the technical benefits of the Company's offerings to potential and existing customers.

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The Group appointed Dr John Brown CBE as Chairman in September 2024, bringing significant industry experience with him, including significant capital markets and board experience in the healthcare and life sciences sector. Finally, in October 2024, Dr Ian Gilham joined the Board as Non-Executive Director (subject to ratification at the next AGM), bringing a wealth of experience of working with public listed life sciences companies, with an international track record in research, development and commercialisation of diagnostic products.

At the time of my appointment in May 2024, integrating Yourgene and reducing the Group's cost base was our priority. We have since been able to significantly reduce our operating costs through the rationalisation of our sites and product portfolio, and the Group's operational footprint is now far better positioned to deliver growth for shareholders, with all Group manufacturing taking place from our Manchester facility. With all site consolidations

in progress and on target to deliver the previously announced £3.0m in cost savings, Q1 2025 trading was in-line with management expectations in terms of both revenues and an improved EBITDA performance with a cash position at 31 March 2025 of £27.9m.

To deliver sustainable, long-term growth, we are now leveraging our strong cash position to accelerate new product launches. As part of our strategic review of the business, we have identified Reproductive Health,

Precision Medicine and Ranger® Technology as priority areas for investment. We expect to invest an additional

c. £2.0m into these areas in 2025 to help us deliver a number of product launches during the year.

Our cash position at 31 December 2024 was £30.5m (2023: £44.1m), and the Group remains debt free.

With continued cost savings, as well as our projected revenue growth from existing and new products,

the Board believes that the Company's current cash balance is sufficient to reach breakeven and EBITDA profitability. We plan to update the market in H2 on our future strategy.

Chief Executive Officer

April 2025

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Section 172

(1) Statement

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The Directors acknowledge their duty under s172 of the Companies Act 2006 and consider that they have, both individually and together, acted in the way that, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole. In doing so, they have had particular regard to:

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Financial Review

2024 was a year of integration following the acquisition of Yourgene in September 2023, which drove the year-on-year revenue growth of 85%.

Novacyt generated sales of £19.6m, an EBITDA loss of £9.1m and a loss after tax of £41.8m.

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Novacyt S.A.

Management took a number of actions to ensure the estimated acquisition cost synergies of £5.0m were delivered, and significantly ahead of schedule. A number of additional initiatives to further reduce the cost base of the business have either completed or are in flight, which will improve the EBITDA position of the Group, not all of which will be seen until the start of 2026.

On a proforma basis, costs have reduced from a circa

£27.5m annual run rate at the time of the acquisition, down to £21.1m in 2024, driven by the delivery of acquisition cost synergies and the removal of IT-IS International costs under IFRS 5.

Novacyt closed 2024 with £30.5m cash in the bank, which provides the Group with a solid foundation on which to build its future strategy.

The acquisition of Yourgene was implemented by way of a UK scheme of arrangement between Yourgene and its shareholders under Part 26 of the UK Companies Act 2006.

IFRS 3 provides for a period of 12 months from acquisition to complete the identification and measurement of the fair value of assets acquired and liabilities assumed. Following the conclusion of this process, Goodwill has now reduced from £19.5m to

£12.1m (with other intangible assets increasing to offset it, notably customer relationships) and is now subject to an annual impairment review. Subsequently,

as part of the annual impairment process, goodwill was reduced to £0.6m.

During 2024, Novacyt commenced a strategic review of the business, which included a review of the IT-IS International business. The outcome of the review lead to the closure of IT-IS International as the PCR instrumentation market had become saturated, and the business had experienced several consecutive loss-making years.

In accordance with IFRS 5, the net result of the IT-IS International segment has been reported in the line 'Loss from discontinued operations' on the consolidated income statement for FY2023 and FY2024.

Statutory revenue grew by over 80% in 2024, to

£19.6m, as a result of the acquisition of Yourgene in September 2023.

At a business unit level, Primerdesign delivered sales totalling £4.3m, broadly flat year-on-year (excluding COVID sales). Yourgene delivered sales of £15.3m.

On a proforma basis, excluding the impact of COVID-19, Group revenue declined year-on-year by £1.3m, driven by two key factors; i) a reduction in non-invasive prenatal testing (NIPT) services revenue following the

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Taiwan divestment, circa £0.3m, and ii) a reduction in sequencing revenue from a key customer, circa £1.0m.

There were differing levels of performance within the Group portfolio, with reproductive health up 26% and Ranger® consumables up 13% year-on-year

on a proforma basis. Instrument sales were down year-on-year as a result of placing a large number of

instruments in 2023 in the APAC region, which was not repeated to the same extent in 2024.

The business delivered a gross profit of £32.1m (163%), compared with £3.5m (33%) in 2023. The margin, at 163%, is inflated as a result of releasing the DHSC product warranty provision for £19.8m following the dispute settlement. Removing the impact of this one-time entry, the underlying gross profit grew to £12.3m, or 63%. The margin is back to the historic levels delivered by the Group following a period of high stock write-offs/provisions that was not repeated in 2024.

Group operating costs increased by £25.8m to £41.1m in 2024, compared with £15.3m in 2023, predominantly as a result of booking a £20.0m bad debt write-off following the settlement with the DHSC. Removing the impact of this one-time entry, the underlying opex cost would have been £21.1m. On a proforma basis, 2024 opex costs are £6.4m lower than 2023, predominantly as a result of the integration cost savings that have been delivered post-acquisition and the removal of IT-IS International costs under IFRS 5.

Labour costs have increased year-on-year due to the inclusion of a full twelve months of Yourgene staff costs compared to four months (8 September onwards) in 2023, which have been partially offset by restructuring savings. The Group's opening and

closing headcount for 2024 was broadly flat at around

240. However, the mix/quantity changed throughout the year driven by employee departures, as part of the restructuring programmes, offset by the influx of new,

predominantly R&D, employees in Q4 2024 to help drive future organic growth.

Non-labour costs follow a similar pattern in that the year-on-year increase is due to the inclusion of a full twelve months of Yourgene costs compared to four months (8 September onwards) in 2023.

The Group reported an EBITDA loss of £9.1m for 2024 compared with a loss of £11.8m in 2023. The loss has decreased by £2.7m, driven by an increased underlying gross profit contribution of £8.8m as a result of higher sales, offset by a £5.8m increase in the underlying operating expenditure and a £0.2m net EBITDA impact of the DHSC settlement.

The Group reported an operating loss of £37.3m compared with a 2023 loss of £25.4m. Year-on-year, depreciation and amortisation charges have increased by £3.7m, to £7.4m, mainly due to the inclusion of a full twelve months of amortisation and depreciation charges on assets created as part of the acquisition.

Net other operating expenses have increased from

£9.9m to £20.9m. The main items making up the 2024 charge are i) a goodwill impairment charge of £11.2m in relation to the acquisition of Yourgene, following the completion of the Purchase Price Allocation "PPA"

process, ii) £7.3m of costs relating to the DHSC dispute, including the £5.0m settlement fee, iii) £1.2m of costs associated with site closures and restructuring fees (including redundancy payments), and iv) £1.2m of other expenses including divestment costs associated with the sale of the Yourgene Taiwan entity.

The Group reported a loss after tax from continuing operations of £38.7m, compared with a loss of £24.1m in 2023. Other financial income and expenses netted to a loss of £2.1m compared with a £1.0m net income in 2023. The three key items making up the balance are

i) a £2.7m net financial foreign exchange loss, mainly resulting from revaluations of bank and intercompany accounts held in foreign currencies, ii) £1.4m interest income, mostly on deposits held in bank accounts, and iii) £0.7m of interest charges on IFRS 16 liabilities. Taxation at £0.7m is predominantly a result of the movement in deferred tax.

In accordance with IFRS 5, the net result of the IT-IS International business has been reported on a separate line "Loss from discontinued operations" in the consolidated income statement for 2024 and 2023.

2024 saw a loss per share of £0.59 compared to a loss per share of £0.40 in 2023.

Goodwill has decreased from £21.4m in 2023 to £2.7m in 2024. The decrease is predominantly driven by the finalisation of the Yourgene acquisition accounting, which resulted in a reduction in goodwill compared to the opening value booked in the 2023 accounts and an impairment charge. The remaining movement is due to exchange revaluations on the Primerdesign goodwill balance, which is not held in pound sterling.

Right-of-use assets have decreased from £11.0m at 31 December 2023 to £8.3m at 31 December 2024, mainly as a result of the annual depreciation charges and the disposal of the Taiwanese business that had a leased facility.

Property, plant and equipment has decreased by £1.8m from 31 December 2023 to £2.4m at

31 December 2024, with the two main drivers being the annual depreciation and the impact of selling the Taiwanese business.

Other non-current assets have increased by £7.3m to £17.6m as at 31 December 2024, driven by the

finalisation of the Yourgene acquisition accounting, which resulted in an increase to intangible assets, predominantly customer relationships. These

were partly offset by annual amortisation charges totalling £3.4m.

Inventories and work in progress has decreased year-on-year, closing 2024 at £2.3m compared to £3.0m in 2023. The main driver for the reduction is providing for or writing off all remaining IT-IS International stock following the closure of the business.

Trade and other receivables has fallen by £31.3m to

£4.7m at 31 December 2024, predominantly as a result of the DHSC settlement, whereby i) the December 2020 unpaid invoice for £24.0m has been written off as it will no longer be paid and ii) the successful reclaim of

£12.2m of VAT (of which only £8.2m was recognised at December 2023) on uncollectable DHSC sales invoices as per the terms of the settlement agreement.

Tax receivables have fallen by £0.2m to £0.5m at 31 December 2024. The current balance relates to

Research and Development tax credits (SME Scheme) accruals covering 2023 and 2024.

Other current assets have decreased to £1.5m, from

£2.6m in 2023, with the key driver being a reduction in the prepayment position at year end. Prepayments at 31 December 2024 include the annual Group commercial insurance, rent, rates and prepaid support costs.

Short-term lease liabilities are broadly flat year-on-year at £1.3m compared with £1.2m in 2023.

The short-term contingent consideration balance of £0.2m as at 31 December 2023 related to the acquisition of Coastal Genomics in Canada by Yourgene and was subsequently paid in April 2024.

27

Trade and other liabilities decreased to £3.8m at 31 December 2024, from £7.2m at 31 December 2023. At year end 2023 there were a number of high value

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Strategic Report

accruals and trade payables outstanding, e.g. legal fees for the DHSC, which were not present at 31 December 2024.

Other provisions and short-term liabilities have fallen

to £1.1m from £20.9m at 31 December 2023 as a result of the DHSC settlement, whereby the product warranty provision for £19.8m, made in relation to the dispute, has been reversed.

Deferred tax liabilities on temporary timing differences relate to the assets acquired as part of the Yourgene acquisition in September 2023 and accelerated capital allowances. Deferred tax liabilities have increased to

£4.4m, from £2.2m in 2023, as a result of the increase in intangible assets following the completion of the acquisition accounting.

Lease liabilities long-term have decreased to £10.6m, from £12.5m, as a result of rental payments made, and a £0.8m one-time impact from the disposal of the Taiwanese entity since we no longer have the lease liability. The main ongoing liabilities relate to two premises in the UK, Skelton House and City Labs, that have multi-year leases.

Other provisions and long-term liabilities have decreased to £1.5m, from £2.3m, predominantly as a result of the settlement of the Coastal Genomics earnout milestone that totalled £0.7m at December 2023.

Cash held at the end of 2024 totalled £30.5m compared with £44.1m at 31 December 2023. Net cash used in operating activities was £9.8m for 2024, made up of a working capital outflow of £0.7m and an EBITDA loss of

29

£9.1m, compared to a cash outflow of £25.0m in 2023.

Net cash used in investing activities decreased to

£1.9m, from £13.9m in 2023. This is a result of Novacyt completing the all-cash acquisition of Yourgene in 2023. This outflow was net of £1.1m interest income generated from the Group's cash balances during 2024, down on the prior year as its cash pile reduced.

Capital expenditure in 2024 totalled £1.9m compared with £0.7m in 2023.

Net cash used in financing activities decreased in 2024 to £1.8m compared with £3.5m in 2023, with the main cash outflow being lease payments. 2023 saw the repayment of the Yourgene SVB bank loan totalling

£2.4m that did not repeat in 2024.

The Group remains debt free at 31 December 2024.

The information included in this announcement is extracted from the audited Group Consolidated

Accounts. Defined terms used in the announcement refer to terms as defined in the Group Consolidated Accounts unless the context otherwise requires.

This announcement should be read in conjunction with, and is not a substitute for, the full Group Consolidated Accounts.

Novacyt S.A.

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Strategic Report

Novacyt continues to focus on Environment, Social and Governance ("ESG") matters. We are pleased to share ESG data in this Annual Report and will continue to develop our approach over time. Environment and Social information is covered in this section, while our overall approach to Governance is addressed on page 36 to 71.

Total energy usage

Environment: Measuring our impact Streamlined Energy & Carbon Reporting

This report is Novacyt's fifth year of reporting under the new Streamlined Energy & Carbon Reporting requirements.

The reporting period is the same as the Company's financial year, 1 January 2024 to 31 December 2024. Yourgene Health plc was acquired on 8 September 2023, therefore we have included its 2024 data for the full year.

Organisation boundary and scope of emissions

We have reported on all of the emission sources required under the Companies Act 2006 (Strategic Report and Directors' Reports) Regulations 2018. These sources fall within Novacyt's consolidated financial statement.

An operational control approach has been used in order to define the organisational boundary. This is the basis for determining the Scope 1, 2 and 3 emissions for which Novacyt is responsible, and includes emissions from Novacyt's operational facilities: Primerdesign, based in Southampton, UK; IT-IS International, based

in Stokesley, UK and Yourgene Health with sites in Manchester, Canada and Singapore.

Methodology

The following methodology was applied in the preparation and presentation of this data:

• the Greenhouse Gas Protocol published by the

  World Business Council for Sustainable Development and the World Resources Institute (the "WBCSD/WRI GHG Protocol");

• application of appropriate emission factors to Novacyt's activities to calculate GHG emissions;

• application of location-based emission factors for electricity supplies;

• inclusion of all the applicable Kyoto gases, expressed in carbon dioxide equivalents, or CO2e; and

• presentation of gross emissions as Novacyt does not purchase carbon credits (or equivalents).

Total energy use

The total energy use for Novacyt for the year ending

31 December 2024 was 1,964,858 kWh. This represents a 98% increase in total emissions compared to the

year ending 31 December 2023 (993,638 kWh), which only includes the four months of Yourgene Health data post the 8 September 2023 acquisition. The increase in emissions in 2024 relative to 2023 is mainly driven by the annualisation effect of having four months emission data for Yourgene Health in the 2023 figures versus twelve months in 2024.

1 Scope 1 covers direct emissions from sources owned or controlled by the Company, including emissions from fuel combustion (e.g. emissions from combustion in owned or controlled boilers, furnaces, vehicles, etc.), process emissions (e.g. emissions from chemical production in owned or

controlled process equipment), and fugitive emissions (e.g. intentional and unintentional). Of the aforementioned facilities or assets, only natural gas combustion within boilers is applicable to Novacyt's operations.

2 Scope 2 covers energy use and related emissions from electricity purchased for Novacyt's own use.

3 Scope 3 covers energy use and related emissions from business travel in rental cars or employee-owned vehicles where Novacyt is responsible for purchasing the fuel. Novacyt does not purchase fuel for business travel or employee-owned vehicles, as such Scope 3 emissions are not applicable based on the defined organisational boundary.

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Annual Report and Accounts

Absolute emissions (tCO2e)

The total Scope 1, 2 and 3 GHG emissions from Novacyt's operations in the year ending 31 December 2024 were 391.1 tonnes of CO2 equivalent (tCO2e) using a 'location-based' emission factor methodology for Scope 2 emissions. This represents a 98% increase in total emissions compared to the year ending

31 December 2023 (197.2 tCO2e). As with total energy use, the increase in total emissions is mainly driven

by the annualisation effect of only having four months emission data for Yourgene in the 2023 figures versus twelve months in 2024.

Intensity ratios

As well as reporting the absolute emissions, Novacyt's GHG emissions are reported below on the metrics of kg of CO2 equivalent per full-time employee ("FTE") and kg of CO2 equivalent per square foot of occupied areas. These are the most appropriate metrics given that the majority of emissions result from the operation of Novacyt's offices and the day-to-day activities of

the employees. All of the intensity ratios have been calculated using Scope 1 and Scope 2 emissions only.

The intensity metrics based on floor area in the year ending 31 December 2024 was 48.8 kg CO2e per m2 which is an increase of 20% versus last year. The employee number metric in the year ending 31 December 2024 was 1,671.6 kg CO2e per FTE using the location-based method which is an increase of 45% versus prior year.

4 Scope 1 data calculated by multiplying total fuel consumption (gas - kWh) by the UK Government GHG Conversion Factor for natural gas defined for the given year (2023: 0.18256 kg CO2e/kWh; 2024: 0.18253 kg CO2e/kWh;).

5 Scope 2 data calculated by multiplying total electricity consumption (kWh) by the UK Government GHG Conversion Factor for electricity generated defined for the given year (CO2e/kWh; 2023: 0.20496 kg CO2e/kWh; 2024: 0.20493 kg).

6 Novacyt does not purchase fuel for business travel or employee-owned vehicles, as such Scope 3 emissions are not applicable based on the defined organisational boundary.

7 Number of FTE equivalents in 2023 was 171, including a pro-rated 4 months for Yourgene Health.

8 Building area in 2023 was 4,859m2, including a pro-rated amount for Yourgene Health.

9 Number of FTE equivalents in 2024 was 234.

10 Building area in 2024 was 8,015m2 compared to 4,859m2 in 2023, which included a pro-rated amount for Yourgene Health.

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Annual Report and Accounts

Energy efficiency actions undertaken

During H2 2024 we commenced the consolidation of a number of manufacturing sites into our Manchester facility, which should help to reduce our carbon footprint in 2025.

Novacyt continues to reduce single-use waste and maintains a standard recycling practice across all sites using recycling bins, compactors, and third-party recycling organisations.

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Strategic Report

Our team at the Novacyt Group

Novacyt prides itself on attracting, retaining and recognising talent within our organisation. Our people are critical to our vision to be a trusted provider of molecular diagnostics, enabled through our technical expertise, innovation and our global partnerships, whilst contributing to the retention of our competitive advantage in an increasingly challenging market.

Passionate, resilient and committed, our people are agile in their response to opportunities, demonstrating innovation and passion to deliver our company objectives.

How we attract and retain talent

The Novacyt group has an in-house Talent Manager on our staff who brought with him a deep understanding of our sector and the knowledge and tools to be able to reach those high calibre of staff to support our growing talent pool. In addition, we have a small, preferred

supplier list of partnership recruitment agencies and we advertise vacancies widely on our Novacyt.com website and via various recruitment platforms and social

media sites such as LinkedIn. We also have a "refer a friend" scheme in place which rewards employees

for successful introductions to the business. We have recently been through closure of two sites (Stokesley, UK and an operations facility in Vancouver, Canada) and operations move from Eastleigh to Manchester in the UK. This has been done to leverage the synergies of the Group whilst streamlining operations by reducing duplicate sites and roles. It has meant that a substantial amount of talent has been recruited

to support the growth of one operational centre of excellence in Manchester, UK.

Attrition rate

Our attrition rate (unplanned turnover) was 15.8% for 2024, a further fall on the two previous years, demonstrating that we continue to reduce voluntary

leavers. The enhancement of engagement and retention of our highly skilled staff is a key area of focus for the Executive Leadership Team and senior managers.

How we support our employees

We provide an Employee Assistance Programme (EAP) to support our employees and their families in times

of adversity. The EAP offers confidential assessments, short-term counselling, referrals and signposting to other agencies to employees with work or personal issues. We have Mental Health First Aiders across the business who can also provide immediate face-to-face support and signposting. We partner with specialist occupational health organisations who advise on how best to re-integrate into work staff who have been absent due to illness or extenuating circumstances.

We offer a competitive and comprehensive range of employment benefits. We also hold regular digital engagement surveys and Townhall events to support communication, listen to the concerns and ideas of our people and act and provide feedback on these.

Social diversity and inclusion

Novacyt actively supports diversity and inclusion and seeks to create a culture where everyone feels comfortable to be themselves at work and have their contribution valued and where individual differences can be celebrated. This approach is captured in our Equality, Inclusion and Diversity policy. Novacyt is

currently 49% male/ 51% female across the employee population, with the manager-base 56% male and 44% female.

Training and development

Novacyt are committed to the upskilling of our staff and to promoting internally wherever possible to ensure a valid career path for individuals. During 2024 we

are proud that we made 21 internal promotions, four secondments have taken place. In addition, there is an active mentoring scheme in place across the business which has 10 participants benefiting from the scheme.

Training requirements are identified via performance reviews and both planned, and ad hoc, training is provided at all levels as appropriate. Where possible, we also support individuals who wish to undertake professional qualifications or apprenticeships.

Alongside internal training, our talented Technical Support team also continue to invest in upskilling our external distribution partners and customers. The year ahead we are focusing on investing in our new cohort of leaders, we expect to put 20 leaders through an in-depth leadership training programme for those with line management responsibilities and a commitment to grow within the business.

Health and Safety

We have clear policies on Health and Safety and we now have employed a full-time Health and Safety Manager at our UK Manchester headquarters.

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Employees are provided with regular in person and online Health and Safety training in line with the requirements of their role.

Contributing to communities and wider society

At Novacyt, we believe in contributing to the local communities in which we operate and in 2024 continued to make numerous donations to schools and charities in the vicinity of our facilities in Manchester.

The Novacyt Social and Charity Huddle is made up of representatives across the business who get

involved with the organisation and the distribution of charitable funds and support across the immediate local community and within the scientific and health fields that we are working within. The focus remains on supporting local people in ways which are meaningful to our staff, for example homeless hostels and underprivileged children, in addition to some support for national charities, often via matched funding for sponsored efforts made by our staff. Total spend in this area in 2024 was £16,609.

The Novacyt Group is proud to continue to play a part in supporting local communities and we are humbled by the impact made by our endeavours on so many people during 2024.

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Strategic Report

Governance

The Board of Directors

Dr John Brown CBE FRSE

Dr John Brown CBE FRSE is the Non-Executive Director and Chairman of the Board for the Novacyt Group (effective from 1st October 2024). John joined the Novacyt Group Board in September 2023 as

Non-Executive Director and was previously on the Yourgene Health plc Board from July 2019. John has extensive experience in the life sciences sector. He is Chairman of Laverock Therapeutics Ltd and Calcivis Ltd. He was until recently Chairman of Synpromics Ltd, BioCity Group, the Cell and Gene Therapy Catapult and Senior Non-Executive Director of Acacia Pharma plc. Previously John was Chairman of Kyowa Kirin International plc, BTG plc, Axis-Shield plc, Touch Bionics Ltd and CXR Biosciences Ltd and Senior Non-Executive Director of Quantum Pharma plc. Within the public sector John is Chairman of the Roslin Foundation, a Fellow and past Treasurer of the Royal Society of Edinburgh, an Honorary Professor of the University of Edinburgh and was previously a Member of MRC Council. He was made a CBE in 2011.

Lyn Rees

Lyn is a seasoned executive in global healthcare and IVD markets and Lyn was appointed to be CEO of the Novacyt Group on 1 May 2024. Prior to that he was CEO of Yourgene Health plc from 2018 where he has been instrumental in the transformation of the business.

He led the group through four acquisitions including Elucigene Diagnostics and Coastal Genomics and the fundraising to underpin those deals. Prior to joining Yourgene Health, Lyn was Group CEO at British Biocell International (now BBI Group) for over 9 years. Lyn has completed seven acquisitions during his tenure at BBI Group, all of which have been successfully integrated.

He founded BBI Detection and BBI Animal Health and has demonstrated a strong track record of organic and acquisitive growth. Before that he spent several years as the Managing Director and founder of BBI Healthcare in 2006, following the successful purchase of the GlucoGel product. He first began his business

career as the European Marketing Manager at Shimano Europe BV. Lyn holds a degree in Business Studies from the University of Wales. Lyn is also a Non-Executive Director with MyHealthChecked plc.

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of Directors

Juliet Thompson

Jean-Pierre Crinelli

Dr Ian Gilham

Steve Gibson

Juliet has 20 years of experience working as an investment banker and strategic advisor to healthcare companies in Europe. She has built a strong track record of advising companies on corporate strategy, equity and debt fundraisings and international M&A. Her experience includes senior roles (Managing Director, Head of Corporate Finance and Partner)

at Stifel Financial Corp, Nomura Code Securities and West LB Panmure. Juliet sits on the Board of: Indivior PLC, a FTSE 250 UK global pharmaceutical company working to develop medicines to treat addiction; Organox Ltd, a private company that was

spun out of Oxford University; and Angle plc, an AIM-listed company with an FDA-approved product with application in the liquid biopsy market.

Juliet is a trustee of the De Hann family trusts and Director of their associated investment companies. She is a member of the Institute of Chartered Accountants in England and Wales (ACA) and holds a BSc degree in Economics from the University of Bristol, UK. Juliet is Chair of the Audit Committee and is a member of the Remuneration and Nomination Committees.

Jean-Pierre is one of Novacyt's founders, having established the business in July 2006. He has over 30 years of experience in the car and electrical components industry, with various roles in M&A and business restructuring. During this period,

he was located for 10 years in Singapore, North America, Belgium and Italy. He holds a Diplôme from ESC Le Havre (business school, France) and a DECS (Diplôme d'Études Comptable Supérieures, national diploma).

Jean-Pierre is a member of the Audit and Remuneration Committees.

Ian joined the Novacyt Board in October 2024, he brings with him a wealth of experience in AIM-listed life sciences companies, with an international track record in the research, development and commercialisation of diagnostic and therapeutic products at Abbott Labs and GSK. Ian currently holds roles as Non-Executive Chairman of AIM-listed Genedrive PLC, Chair of Trustees for LifeArc, a self-funded medical research charity, Non-Executive Chairman of Pelago Bioscience AB, a life sciences tools business based in Stockholm and Non-Executive Chairman of RevoNA Bio, a University of Portsmouth spinout life sciences tools company.

Ian has previously held Board positions at Horizon Discovery PLC, Elucigene Ltd, Multiplicom n.v, Biosurfit s.a, Vernalis plc, Concepta Diagnostics Ltd and was CEO of Axis-Shield PLC.

Steve joined Novacyt in 2017 and has served as Group Finance Director since 2020 until 2024 when he joined the Board and was promoted to CFO. Prior to joining Novacyt, Steve spent over 10 years in various finance departments at Hewlett-Packard and then Hewlett Packard Enterprise in positions of increasing seniority.

Steve is a Chartered Management Accountant (CIMA) and has more than 18 years of international commercial experience.

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Governance 39

of Directors

Dr Jo Mason

Dr Jo Mason is the Chief Scientific Officer for the Novacyt Group and prior to the acquisition she was CSO and a Board member at Yourgene Health. Jo has been a champion of modernising

diagnostics with the use of genomic technologies having previously held positions as VP Biodiscovery with Cambridge Epigenetix, where she led the development of clinical epigenomic technologies particularly in the area of early cancer diagnostics, the Director of Sequencing and Sample Acquisition for Genomics England, where she managed the delivery of samples and whole genome sequencing for the 100,000 Genomes Project.

She has previously acted as an advisor on the DOH Rare Disease Policy board, MHRA Genomics for Diagnosis forum and UK NEQAS - Genomics England steering committee, Genomics England sequencing advisory board and BIA genomics advisory committee.

Jo previously worked for Oxford University Hospitals NHS Foundation Trust where she set up and managed a NGS Core facility leading translational research, offering disease-specific diagnostic panels and introducing whole genome sequencing into

the diagnostic setting. Prior to joining Oxford, Jo managed an NGS Core facility in Malaysia and led the Comparative Genomics group at Public Health England studying novel and dangerous pathogens. Jo is also a member of the Advisory Board for Tagomics Ltd.

Dr Mason holds a PhD from Cambridge in Molecular and Cellular Biology.

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Annual Report and Accounts

Governance 41

Novacyt S.A. is a public limited company incorporated and registered in France with registered number

491 062 527.

The joint Chief Executive Officer's & Chairman of the Board Review on pages 16 to 20, and the Strategic Report on pages 10 to 35, provide a review of the business, the Group's trading for the year ended 31 December 2024, key performance indicators and an indication of future developments and risks, and form part of this Directors' Report.

The Company is listed on both Euronext Growth Paris and on the Alternative Investment Market ("AIM") of the London Stock Exchange. Its principal activities in the year under review were specialising in infectious disease diagnostics.

Likely future developments in the business of the Group are discussed in the Strategic Report.

The results for the period and financial position of the Company and the Group are as shown in the financial statements and are reviewed in the Strategic Report.

Since its inception, the Company has not paid any dividends and the Directors do not intend to recommend a dividend at present. In the future, the Company's dividend policy will form part of a wider review of capital allocation, which will be

formulated in conjunction with the requirements of the business.

The Directors will only recommend dividends when appropriate, and they may, from time to time,

revise the Company's dividend policy. No dividends will be proposed for the financial year ended 31 December 2024 so we can continue to invest in R&D, manufacturing and commercial aspects of the business.

The Directors of the Company who served during the year ended 31 December 2024, and up to 30 April 2025 are listed below.

The brief biographical details of the currently serving Directors are set out on pages 37 to 40.

The Directors' interests in the Company's shares and the Novacyt LTIP are shown in the Directors' Remuneration Report on pages 56 to 57.

No Director has any beneficial interest in the share capital of any subsidiary or associate undertaking.

The Directors have the benefit of an indemnity, which is a qualifying third-party indemnity provision as defined by s236 of the Companies Act 2006. The indemnity was in force throughout the financial period and at the date of

approval of the financial statements. In addition, the Group has purchased and maintains Directors' and Officers' liability insurance in respect of itself and its Directors.

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Annual Report and Accounts

Governance 43

The Company created the Novacyt Social and Charity Huddle who were responsible for organising a number of charitable donations and activities during the reporting period, as explained further on page 35.

The Group's financial risk management policy is set out in note 64-70 to the financial statements.

The Company's share capital, traded on Euronext Growth Paris and AIM, comprises a single class of ordinary shares each having a nominal value of 1/15th of one Euro. Except as otherwise provided by law, every Shareholder has one vote for every fully paid up share of which they are the holder. Each ordinary share creates a share in the Company's assets, profits and

in any liquidation surplus. In the event of a liquidation of the Company, any outstanding cash would be distributed to each Shareholder in proportion to their holdings in the Company.

The share rights follow the ordinary shares from owner to owner and any transfers of the shares include all dividends due and unpaid, and those due and, where applicable, the share of the reserves (following payment of any outstanding liabilities) of the Company.

Movements in the Company's issued share capital during the year under review are set out in page 126 to the financial statements.

As of 31 December 2024, the Company's share capital of €4,708,416.54 was divided into 70,626,248 shares with a par value of 1/15th of a Euro each.

As at 31 December 2024, the Company had no shareholders with significant shareholdings above 3% of the issued share capital of the Company.

The Group is committed to complying with the UK Bribery Act 2010, both within its UK and overseas business activities.

As such, the Group has implemented an anti-bribery policy, which has been adopted by the Board, designed to ensure that the Group operates in

an open, transparent and ethical manner. This policy applies to the Board and employees of the Group, and to temporary workers, consultants, contractors and agents acting for, or on behalf of, the Group (both in the UK and overseas). The policy generally sets out their responsibilities in observing and upholding a "zero tolerance" position on bribery in all jurisdictions in which the Group operates, as well as providing guidance to those working within the Group on how to recognise and deal with bribery issues and the potential consequences.

Management at all levels of the Group is responsible for ensuring that those reporting to them, internally and

externally, are made aware of and understand this policy.

The Company is not party to any significant agreement that takes effect, alters or terminates upon a change of control of the Company other than the Directors' service contracts, details of which are set out in the Remuneration Report.

The Directors are mindful of their statutory duty to act in a way they each consider, in good faith, would be most likely to promote the success of the Group for the benefit of its members as a whole, as set out in the s172(1) statement on pages 22 to 23. A review of the Group's approach to developing and maintaining relationships with its wider stakeholders, and the impact on the Group's long-term strategic objectives, is set out under Principle 3 of the QCA Principles on pages 46 and 47.

The Directors have, at the time of approving the financial statements, a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future.

Thus, they adopt the going concern basis of accounting in preparing the financial statements after having taken into account the available information they have for the future, and especially the cash forecast prepared for the next 12 months.

In preparing this cash forecast, the Directors have considered the following assumptions:

• A positive cash balance at 31 December 2024 of £30,453k;

• The business plan for the next 12 months;

• The working capital requirements of the business;

• No additional external funding has been forecast.

As such, the forecast prepared by the Group shows that it is able to cover its cash needs during the financial year 2025 up until April 2026.

Deloitte LLP has indicated that they are willing to continue in office as the Group's auditor. Under French law the company were required to appoint a second auditor and Alberis Audit were appointed for a period of six years to approve the financial statements up to the year ended 31 December 2026.

As far as the Directors are aware, there is no relevant audit information (that is, information needed by the Group's auditor in connection with preparing their report) of which the Group's auditor is unaware,

and each Director has taken all reasonable steps that they ought to have taken as a Director in order to make themself aware of any relevant audit information and to establish that the Group's auditor is aware of that information.

The Annual General Meeting of the Company will be held on 19 June 2025, further information can be found on the Company's website at https://www.novacyt.com.

By order of the Board

Chief Financial Officer

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Governance 45

Deliver growth

1. Establish a strategy and business model that promote long-term value for Shareholders

   The Board is responsible to Shareholders for setting the Group's strategy by: maintaining the policy and decision-making process around which the strategy is implemented; ensuring that necessary financial and human resources are in place to meet strategic aims; monitoring performance against key financial and non-financial indicators; providing leadership whilst maintaining the controls for managing

   risk; overseeing the system of risk management; and setting values and standards in corporate governance matters.

   The Board has established a strategy and business model which seek to promote long-term value for Shareholders and the business focused on the twin objectives of Portfolio development and Geographic expansion underpinned by our credentials as a global first responder. In parallel the business will use its balance sheet to accelerate the strategy through licensing, partnerships or acquisitions.

2. Seek to understand and meet Shareholder needs and expectations

   The Company has a strong commitment to market communication, with the Directors seeking to be accountable against the stated strategic objectives of the Group. The Company maintains regular contact with Shareholders through publications such as the Annual Report and Accounts, operational updates, regular press announcements made via a regulatory information service and the Company's website.

   The Company is responsive to Shareholder telephone and email enquiries throughout the year and the Board regards the AGM as a particularly important opportunity for Shareholders and members of the Board to meet and exchange views.

   The Company receives occasional feedback direct from investors, which is carefully considered by the Board, with appropriate action being taken where the Board believes it is in the interests of Shareholders to do so.

3. Take into account wider stakeholder and social responsibilities and their implications for long-term success

   In addition to its Shareholders, the Company believes its main stakeholder groups are its employees, clients, suppliers and relevant statutory authorities in its areas of operation.

   The Group is committed to maintaining the highest standards of corporate social responsibility in its business activities by: aiming to comply with all applicable laws and regulations, wherever the Group operates; achieve and comply with relevant quality and people management standards; consult with and respond to the concerns of its stakeholders; work towards realising the Group's mission and vision statements; and behave with honesty and integrity in all the Group's activities and relationships with others and reject bribery and corruption in all its forms.

   The Board recognises the benefits of a diverse workforce, which enables the Group to make better decisions about how to optimise resources and work by eliminating structural and cultural barriers and bias. It allows us to: protect and enhance our reputation by recognising and respecting the needs and interests of diverse stakeholders; deliver strong performance and growth by attracting, engaging and retaining diverse talent; and innovate by drawing

   on the diversity of perspectives, skills, styles and experience of our employees and stakeholders.

   The Group is committed to ensuring that it treats its employees fairly and with dignity. This includes being free from any direct or indirect discrimination, harassment, bullying or other form of victimisation. The Group has policies in place to encourage employees to speak up about any inappropriate practices or behaviour.

   The Group believes that having empowered and responsible employees who display sound

   judgement and awareness of the consequences of their decisions or actions, and who act in an ethical and responsible way, is key to the success of the business.

   The operation of a profitable business is a priority and that means investing for growth as well as providing returns to its Shareholders. To achieve this, the Group recognises that it needs to operate in a sustainable manner and therefore has adopted core principles to its business operations, which provide a framework for both managing risk and maintaining its position as a good "corporate citizen", and also to facilitate the setting of goals to achieve continuous improvement.

   The Group encourages feedback from its clients through engagement with individual customers.

   As a consequence of such feedback, the Group has collaborated with multiple existing and prospective clients to develop and validate new products, work flows and know-how to improve accuracy, testing turnaround times, cost per test, and ultimately deliver improved clinical outcomes for millions of individual patients globally.

   The Board is aware of the need to maintain good working relationships with the Group's key suppliers and receives regular updates from the Executive team on key supply agreements.

   Health and safety

   The Group is committed to complying with all relevant health and safety regulations in its operations. As such, all employees are trained on the relevant health and safety procedures upon commencement of employment within the Group. This training includes: emergency procedures; security recommendations; accidents/incidences and first aid; manual handling/ lifting and moving; work-related upper limbs

   disorders (including strains to hands and arms) and display screen equipment/visual display equipment

   assessment. We also have a section in our employee handbook covering alcohol, drugs and smoking.

   The Group is not aware of any orders made in respect of a breach of health and safety regulation during

   the period. However, a historic Health and Safety Executive (HSE) case is ongoing in relation to Lab21 Healthcare Ltd (Lab 21), a non trading subsidiary

   of Novacyt. Lab 21 has pleaded guilty on 18 March 2025 at Exeter Magistrates Court to health and safety charges relating to the historical operation of its site in Axminster, Devon between 28 June 2018 and 5 April 2019. The Company has co-operated with the HSE throughout the investigation and the Lab 21 operations no longer form any part of the Novacyt's ongoing business.

   Environment

   The Directors consider that the nature of the Group's activities is not detrimental to the environment.

   The Group adopts a systematic approach to its environmental responsibility and has good knowledge of the environmental impacts caused by its operations. The Group aims to meet all relevant environmental standards in its production and products. The Group aims to establish, implement and maintain a risk-based programme to reduce or minimise any negative environmental impact caused by its operations, taking precautionary measures as soon as there is reason to believe that an action could harm the environment.

4. Embed effective risk management, considering both opportunities and threats, throughout the organisation

   The Board has overall responsibility for the Group's system of internal control and for reviewing the effectiveness of internal control to safeguard Shareholders' investment and the Group's assets. There is an ongoing process for identifying, evaluating and managing the significant risks the Group faces.

   The Board delegates to the Executive team the responsibility for designing, operating and monitoring

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   Governance 47

   both the risk management and internal control systems, and the maintenance of effective internal controls within the Group. The Company also has a whistleblowing policy.

   The systems and controls in place include policies and procedures, which relate to the maintenance of records that fairly and accurately reflect transactions, correctly evidence and control the Group's assets, provide reasonable assurance that transactions are recorded as necessary to enable the preparation of financial statements in accordance with International Financial Reporting Standards (IFRS® Accounting Standards), and review and reconcile reported results.

   The Group's key internal controls are:

   • establishing a comprehensive risk register for the Group;

   • a regular review of the Group's insurance policies with its insurance broker to ensure that the policies are appropriate for the Group's activities and exposures;

   • a comprehensive system for consolidating financial results from Group companies and reporting these financial results to the Board;

   • reviewing cash flow, annual revenue and capital forecasts regularly during the year, along with regular monitoring of management accounts and capital expenditure reported to the Board and comparisons with forecasts;

   • financial controls and procedures, including in respect of bank payments, bank reconciliations and petty cash;

   • monthly review of outstanding debtors;

   • regular meetings of the Executive team;

   • an Audit Committee that approves audit plans and published financial information and reviews reports from the external auditor arising from the audit and deals with significant control matters raised.

   The Board monitors the activities of the Group through regular Board meetings and it retains

   responsibility for approving any significant financial expenditure or commitment of resources.

   Risk management is focused around the operational areas of the Group. The Group has a dedicated Head of Quality Assurance/Regulatory Affairs, who has extensive operational experience at senior management and board levels, and particularly strong experience in quality system development and regulatory compliance. She is responsible for a

   Regulatory team operating across the Group, working at identifying and prioritising operational risks and working with the operational teams to mitigate the identified risks. This work is supported by the risk assessment procedure in place across the Group, with the objective to ensure that risk assessment of the Group's equipment, procedures and processes is approached consistently across the Group.

   With the assistance of the Audit Committee, the Board's review process is principally based on reviewing regular reports from the Executive team to consider whether significant risks are identified, evaluated, managed and controlled effectively, and whether any significant weaknesses are promptly remedied. The system is designed to manage rather than eliminate the risk of failure to achieve the Company's objectives, and can only provide reasonable and not absolute assurance against material misstatement or loss. In assessing what constitutes reasonable assurance, the Board considers the materiality of financial and non-

   financial risks and the relationship between the cost of, and benefit from, internal control systems.

   Details of the principal risks currently facing the Group and how they are mitigated are set out on pages 64-70. The Board confirms that it has, during the reporting period, reviewed on an ongoing basis the effectiveness of the Company's system of internal controls including financial, operational and compliance controls and risk management systems and has reviewed insurance provisions. No significant failing or weaknesses have been identified.

   Maintain a dynamic management framework

5. Maintain the Board as a well-functioning, balanced team led by the Chair

   The Chairman, Dr John Brown CBE FRSE, is responsible for leadership of the Board, ensuring its effectiveness in all aspects of its role. The Company is satisfied that the current Board is sufficiently resourced to discharge its governance obligations on behalf of all stakeholders.

   To enable the Board to discharge its duties, all Directors receive appropriate and timely information. Briefing papers are distributed to all Directors in advance of Board and Committee meetings. All Directors have access to the advice and services of the Chief Financial Officer / Company Secretary, who is responsible for ensuring that the Board procedures are followed, and that applicable rules and regulations are complied

   with. In addition, procedures are in place to enable the Directors to obtain independent professional advice in the furtherance of their duties, if necessary, at the Company's expense. In between Board meetings, the Executive Directors maintain regular informal contact with the Non-Executive Directors. Whilst the Board retains overall responsibility for, and control of, the Group, day-to-day management of the business is conducted by the Executive Directors, who meet with the senior management team on a weekly basis.

   Board of Directors

   The composition of the Board during the period is summarised in the table on page 43 of the Directors' Report. As at the end of 2024, the Board comprises seven members, of which four are Non-Executive Directors, all of whom are independent, namely

   Dr John Brown, Juliet Thompson, Jean-Pierre Crinelli and Dr Ian Gilham.

   Independence of Directors

   The Directors acknowledge the importance of the principles of the QCA Code that recommend that a

   company should have at least two independent Non-Executive directors. The Board has, therefore, considered and determined that, all Directors are independent of the Executive management and free from any relationship that could materially affect the exercise of their independent judgement. None have beneficial or non-beneficial shareholdings in the Company exceeding 3%.

   All the Non-Executive Directors constructively challenge and help develop proposals on strategy and bring strong, independent judgement, knowledge and experience to the Board's deliberations. The Non-Executive Directors are of sufficient experience and competence that their views carry significant weight in the Board's decision-making and when relevant, would record their concerns about the running of the Company. At each meeting, the Board considers Directors' conflicts of interest.

   The Non-Executive Directors have regular opportunities to meet without Executive Directors being present (including time after Board and Committee meetings).

   Time commitments

   Non-Executive Directors receive a formal appointment letter on joining the Board, which identifies the terms and conditions of their appointment.

   A potential director candidate (whether an Executive Director or Non-Executive Director) is required to disclose all significant outside commitments prior to their appointment.

   The Board is satisfied that both the Chairman and the Non-Executive Directors are able to devote sufficient time to the Company's business.

   If considered appropriate, the Board may authorise the Executive Director to take Non-Executive positions in other companies and organisations, provided the time commitment does not conflict with the Director's duties to the Company, since such appointments should broaden their experience. The acceptance of

   appointment to such positions is subject to the approval of the Chairman.

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   Attendance at Board and Committee meetings

   The Directors meet regularly for formal Board meetings to discuss and decide the Group's business, financial performance and strategic decisions. In addition,

   and as required, the Board meets more frequently by conference call to discuss and decide on matters considered more urgent, such as those relating to acquisitive growth.

   During the reporting period, the Board met in person or via conference calls eleven times.

   In advance of each meeting of the Directors, the Board is provided with relevant information to ensure that it can properly carry out its role. For each meeting, the Directors generally consider the minutes of the previous meeting and any action points, recent forecast and operations, cash flows and progress on any particular projects.

   The attendance of each Director at Board and Committee meetings during the period is set out in the table below. Attendance is expressed as the number of meetings attended/number eligible to attend. Directors' attendance by invitation at meetings of Committees

   of which they are not a member is not reflected in the following table.

6. Ensure that, between them, the Directors have the necessary up-to-date experience, skills and capabilities

   At the end of 2024 the Board contained three Executive and four Non-Executive Directors with an appropriate balance of sector, financial and public market skills and experience to deliver the Group's strategy for the benefit of Shareholders over the medium to long term. The Board considers that the Non-Executive Directors bring a wide experience at a senior level of business operations and strategy and have an expanse of knowledge and expertise gained from other areas of business.

   The skills and experience of the Board are set out in their biographical details on pages 37 to 40.

   The experience and knowledge of each of the Directors gives them the ability to constructively challenge the strategy and to scrutinise performance. The Board also has access to external advisors where necessary.

   New Directors are presented with appropriate levels of background information on the Company, meet the management, visit sites and spend time with the Chairman and other Directors as required. The induction is tailored to meet each new Director's specific needs.

   Throughout their period in office, the Directors are

   The Company Secretary provides information and advice on corporate governance and individual support to Directors on any aspect of their role, particularly supporting the Chairman and those who chair Board Committees. The Company Secretary is also responsible for ensuring that Board procedures are followed, that the Company complies with company law and with the Euronext Growth Paris and AIM Rules.

   The Company is a strong supporter of diversity in the boardroom and, during the reporting period, the Board comprised two female and five male Directors. The Company remains of the opinion that appointments to the Board should be made relative to a number of different criteria including diversity of gender, background and personal attributes, alongside the appropriate skill set, experience and expertise.

7. Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement

   The Board is mindful that it needs to continually monitor and identify ways in which it might improve its performance. The Chairman routinely assesses the performance of the Board and its members and discusses any issues, problems, or shortcomings with the relevant Director(s). Likewise, the Senior Independent Director reviews the performance of

   
   
   

   Director	Board	Audit Committee	Nomination Committee	Remuneration Committee
   James Wakefield	9/9		1/1	1/1
   James McCarthy	4/4		1/1
   Dr John Brown	11/11
   Juliet Thompson	11/11	2/2	1/1	1/1
   Jean-Pierre Crinelli	11/11	2/2	1/1	1/1
   Lyn Rees	11/11
   Dr Ian Gilham	2/2
   Steve Gibson *	8/8
   Dr Jo Mason	7/8

   * Steve Gibson was in attendance for a further three Board meetings at the start of 2024 before his appointment was ratified in May.

   continually updated on the Group's business, the industry and competitive environment in which it operates, corporate social responsibility matters and other changes affecting the Group by written briefings and meetings with senior Executives.

   Each Director takes responsibility for maintaining their skill set, which includes roles and experience with other boards and organisations as well as attending formal training and seminars.

   The Executive Directors receive regular and ongoing updates from their professional advisors covering financial, legal, tax and the Euronext Growth Paris and AIM Rules.

   the Chairman.

8. Promote a corporate culture that is based on ethical values and behaviours

   The Company recognises the importance of investing in its employees to provide foundations and leadership to drive performance further regardless of age, race, religion, gender or sexual orientation or disability. Our core Company values are the building blocks for developing our dynamic and challenging culture within the Group.

   These values represent our philosophy, which, through our people and organisation, will help the

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   business deliver our Company goals. The values represent how each of us can contribute to the success of the Company both now and in the future as an individual and also as part of the wider team.

   • To treat each other with trust, dignity and respect.

   • Enabling, empowering and energising others to make things happen.

   • Work as a team with colleagues and across functions.

   • Innovation, inspiration and motivation, creating an open culture where people are valued for their contribution.

   • Novacyt endeavours to deliver the best quality service to all of our internal and external customers.

     The Group recognises the importance of investing in its employees and, as such, the Group provides opportunities for training and personal development

     and encourages the involvement of employees in the planning and direction of their work. These values are applied regardless of age, race, religion, gender, sexual orientation or disability.

     The Group believes that it has robust policies and procedures for combating bribery and corruption.

     The Group recognises that commercial success depends on the full commitment of all its employees and commits to respecting their human rights, to provide them with favourable working conditions that are free from unnecessary risk and to maintain fair and competitive terms and conditions of service at all times.

     The performance and reward system endorses the desired ethical behaviours across all levels of the Group.

9. Maintain governance structures and processes that are fit for purpose and support good decision making by the Board

   The Chairman, Dr John Brown, is responsible for leading the Board, facilitating the effective contribution of all members and ensuring that it operates effectively in the interests of the

   Shareholders. Lyn Rees, the Chief Executive Officer, is responsible for the leadership of the business and implementation of the strategy. By dividing responsibilities in this way, no one individual has unfettered powers of decision-making.

   The Board reserves for itself a range of key decisions to ensure that it retains proper direction and control of the Group, and a formal schedule of matters reserved for decision by the Board has been adopted by the Board since admission to AIM; a copy of which can be found at https://www.novacyt.com. Such matters include business strategy and management, financial reporting (including the approval of

   the annual budget), Group policies, corporate governance matters, major capital expenditure projects, material acquisitions and divestments and the establishment and monitoring of internal controls. This schedule may be updated by the Board and approved by the Board only. The day-to-day management of the business has been delegated to the Chief Executive Officer and the wider Executive team.

   The appropriateness of the Board's composition and corporate governance structures are reviewed through the ongoing Board evaluation process and on an ad hoc basis by the Chairman together with the other Directors, and these will evolve in parallel with the Group's objectives, strategy and business model as the Group develops.

   Board Committees

   The Board has established an Audit Committee, a Remuneration Committee and a Nomination

   Committee; the terms of these Committees reflect market practice on AIM. These Committees of the Board have formally delegated responsibilities.

   Copies of each Committee's terms of reference are available on the Company's website at https://www.novacyt.com.

   Audit Committee

   The Audit Committee is chaired by Juliet Thompson and has primary responsibility for monitoring the quality of internal controls, ensuring that the financial performance of the Group is properly measured and reported on, and for reviewing reports from the Group's auditor relating to the Group's accounting and internal controls, in all cases having due regard to the interests of Shareholders. The Audit Committee meets at least twice a year. Jean-Pierre Crinelli is the other member of the Audit Committee.

   A report on the duties of the Audit Committee and how it discharges its responsibilities is provided on pages 60 to 63.

   Remuneration Committee

   The Remuneration Committee is chaired by Dr John Brown, and reviews the performance of the Executive Directors, and determines their terms and conditions of service, including their remuneration, having due regard to the interests of Shareholders. The Remuneration Committee meets at least once a year. Juliet Thompson and Jean-Pierre Crinelli are the other members of the Remuneration Committee.

   The Directors' Remuneration Report and details of the activities and responsibilities of the Remuneration Committee are set out on pages 55 to 57.

   Nomination Committee

   The Nomination Committee is chaired by Dr John Brown, and identifies and nominates, for the approval of the Board, candidates to fill Board vacancies as and when they arise. The Nomination Committee meets

   at least once a year. Juliet Thompson and Jean-Pierre Crinelli are the other members of the Nomination Committee. Details of the activities and responsibilities of the Nomination Committee are set out on page 54.

   Build trust

10. Communicate how the Company is governed and is performing

As explained earlier in this Corporate Governance Statement, the Board has established a Nomination Committee, an Audit Committee and a Remuneration Committee. The work of each of the Board Committees undertaken during the year ended 31 December 2024 is detailed on pages 54 to 63.

The Board places its responsibility to the Company's Shareholders and setting the Group's strategy

for achieving long-term success as a high priority.

The Group's website is regularly updated with all press releases, AGM and EGM results and investor presentations.

The results of the votes received in relation to the 2024 AGM and EGM are available on the Company's website where all ordinary resolutions proposed were passed. As part of the AGM, the Company also met to hold an extraordinary general meeting. The meeting was not deemed quorate due to the minimum number of voting rights under French company law not being present or represented at the meeting. Consequently, the meeting did not take place.

The Board maintains a healthy dialogue with all

of its stakeholders. Throughout the course of the year, the Board communicates with Shareholders directly on any views, concerns and expectations they may wish to express.

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Nomination Committee Report

Directors' Remuneration Report

The Company established a Nomination Committee during 2017 prior to its admission onto the AIM market.

Key responsibilities

The Remuneration Committee determines performance related targets for the members

of the Executive team, reviews their performance and makes recommendations to the Board on

Committee have the right to attend meetings, but other Directors and external advisors may be

invited to attend all or part of any meeting as and when appropriate. No Director may be involved in discussions relating to their own remuneration. The Remuneration Committee meets as appropriate

Dr John Brown acts as Chairman of the Nomination

Committee and its other members are Juliet Thompson and Jean-Pierre Crinelli. All members of the Nomination Committee are considered independent.

The Nomination Committee is responsible for identifying and nominating for the approval of the Board candidates to fill Board vacancies as and when they arise, and to ensure that the Board consists

of members with the range of skills and qualities

needed to meet its principal responsibilities in a way that promotes the protection of the interests of stakeholders and compliance with the requirements of the AIM Rules.

The Nomination Committee will meet at least once a year and at such other times as the Chairman or any other member of the Nomination Committee requires.

matters relating to their remuneration and terms of employment.

The Remuneration Committee also makes recommendations to the Board on proposals relating to all long-term incentive scheme structures and any future option schemes, and the granting

of any share options under such schemes. The remuneration and terms and conditions of appointment of the Non-Executive Directors are set by the Board.

As Chairman of the Remuneration Committee,

I am pleased to present our Directors' Remuneration Report for the year ended 31 December 2024.

This report does not constitute a Directors' Remuneration Report in accordance with the Companies Act 2006. As a Company whose shares are admitted to trading on AIM, the Company is

not required by the Companies Act to prepare such a report. We do, however, have regard to the principles of the QCA Code, which we consider to

be appropriate for an AIM company of our size. The report provides a general statement of policy on Directors' remuneration as it is currently applied, and details the remuneration for all Directors during the year. It also provides a summary of the LTIP that was implemented in 2024 to the Executive Management team.

Composition and meetings

The Remuneration Committee comprises at least two members, and all members are Non-Executive Directors considered independent. Dr John Brown acts as Chairman of the Remuneration Committee, Juliet Thompson and Jean-Pierre Crinelli are the other members. Only members of the Remuneration

but at least once a year. During the period, the Remuneration Committee met once. Details of meeting attendance are shown in the table in the Corporate Governance Statement on page 50.

Policy on Executive remuneration

The Remuneration Committee is responsible for determining and agreeing with the Board the framework or broad policy for the remuneration

of the Executive team. In determining such policy, the Remuneration Committee takes into account all factors that it deems necessary including the relevant legal and regulatory requirements and

corporate governance guidelines. The Remuneration Committee also takes into account emerging best practice and guidance from major institutional Shareholders. The objective of the Company's remuneration policy is to attract, retain and motivate individuals of the quality required to run the Company successfully without paying more than is necessary, having regard to views of Shareholders and other stakeholders.

The Remuneration Committee recognises that the remuneration policy should have regard to the risk appetite of the Company and alignment to the Company's long-term strategic goals, with a significant proportion of remuneration being

structured to link rewards to corporate and individual performance, designed to promote the long-term success of the Company.

The Remuneration Committee, when setting the remuneration policy for Executive Directors, also has regard to the pay and employment conditions across the Group, particularly when conducting salary reviews. The main elements of the remuneration packages of the Executive Directors are as follows.

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Governance 55

Directors' Remuneration Report

Basic annual salary and pension

Basic salary is reviewed annually by the Remuneration Committee, usually in February, and takes into account a number of factors, including the current position

and progress of the Group, individual contribution and market salaries for comparable organisations. The Company makes contributions into the private pension

The Performance Share Awards allocated to the executive team, which represent 3.17% of the current issued share capital, are as follows:

Participant

Role

Number of Share Awards

Chief Executive

Directors' remuneration

The remuneration of the Directors who served on the Company's Board during the year to 31 December 2024 was as follows:

schemes of the Executive Directors.

Discretionary bonus

At the discretion of the Remuneration Committee, taking into account performance against certain financial and individual targets, an Executive Director may be entitled to an annual discretionary cash bonus on such terms and subject to such conditions as may be decided from time to time by the Remuneration Committee.

Lyn Rees

Steve Gibson

Dr Jo Mason

Peter Coyne

Officer 946,475

Chief Financial 391,645 Officer

Chief Scientific 465,078 Officer

Chief Operations 244,778 Officer

Mason 2 158,894 30,000 - 188,894

Steve

Gibson 2 128,683 30,000 - 158,683

James Wakefield

Dr Andrew

The Novacyt 2024 Performance Share Awards Scheme

In April 2024, a new Performance Share Awards programme for executive management was announced. The 2024 Performance Share Awards programme is structured as nil-cost options, giving a right to acquire

a specified number of shares at a nil exercise price per share (i.e. for no payment) in accordance with the

rules, governed by sections L-225-197-1 and seq. of the French Commercial Code ("actions gratuities").

The awards will vest over a three-year performance period, starting 1 January 2024 and ending on 31 December 2026, subject to the Company achieving certain total shareholder return growth conditions. The baseline for total shareholder return is based on the average closing price of the Company's shares in December 2023, which was £0.63. This will then be compared to the equivalent figure in December 2026.

Wendy Cox Director of HR 190,927

Total 2,238,903

Non-Executive Directors

James

Jean-Pierre

Crinelli 6 36,097 - - 36,097

Dr Andrew

Heath 1 20,385 - - 20,385

1 James McCarthy and Dr Andrew Heath left the board on 1 May 2024

2 Dr Jo Mason and Steve Gibson joined the Board on 1 May 2024

3 James Wakefield left the Board on 1 October 2024

4 Dr Ian Gilham joined the Board on 31 October 2024

5 Dr John Brown became Chairman on 1 October 2024

6 Salaries paid in Euros and disclosed in GBP, translated at the average exchange rate of 1.181300 in 2024 (2023: 1.149930)

Heath 48,925 - - 48,925

Juliet

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Performance Share Awards Scheme

Directors' shareholdings and share interests

The interests of the Directors in the share capital of the company who were in post as at 31 December 2024, were as follows:

All interests are beneficially held. There is no requirement for Directors to hold shares in the Company.

Directors' share interests under the 2024 Performance Share Awards Scheme

The Performance Share Awards allocated to the Executive team under the 2024 Performance Share Awards scheme, which represent 3.17% of the current issued share capital, are as follows:

Conclusion

This report is intended to explain clearly the remuneration approach adopted by the Company and to enable Shareholders to appreciate how

it underpins the Group's business growth and strategic objectives. The Board considers that the current remuneration policy is fair and is fully aligned with the interests of Shareholders.

Chairman of the Remuneration Committee

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