NIOX

ANNUAL REPORT & ACCOUNTS

YEAR ENDED 31 DECEMBER 2025

NIOX Group plc
Registered number: 05822706

NIOX

Our mission is to improve the diagnosis, monitoring and management of both asthma and COPD by providing greater patient access to FeNO testing

Asthma and chronic obstructive pulmonary disease (COPD) are two of the biggest healthcare issues globally, with more than 600 million sufferers combined, many of whom are undiagnosed or are misdiagnosed. NIOX is engaged in the design, development, and commercialisation of medical devices for the measurement of fractional exhaled nitric oxide (FeNO), a precise biomarker for type-2 inflammation which is present in asthma and COPD.

Our market-leading device, NIOX VERO® is increasingly recognised by healthcare professionals as an important tool to improve the diagnosis, monitoring and management of asthma and COPD. NIOX VERO® is also the device of choice by leading clinical research organisations for respiratory studies.

NIOX provides products and services via its direct sales organisation and extensive distributor network in 50 countries.

For more information, please visit

www.niox.com

NIOX®

STRATEGIC REPORT

Financial highlights 08
Operational highlights 10
Chairman's statement 12
Chief Executive's statement 14
Business review 16
Operating review 18
Our stakeholders 24
Strategy and business model 28
Financial review 30
Sustainability review 34
Risks and risk management 40

CORPORATE GOVERNANCE

Board of Directors 46
Corporate governance report 50
Audit and Risk Committee report 54
Nomination Committee report 58
Remuneration Committee report 62
Directors' report 76
Statement of directors' responsibilities 78
Independent auditors' report 79

GROUP FINANCIAL STATEMENTS

Consolidated statement of comprehensive income 88
Consolidated statement of financial position 89
Parent Company statement of financial position 90
Consolidated statement of cash flows 91
Consolidated statement of changes in equity 92
Parent Company statement of changes in equity 93
Notes to the financial statements 94

OTHER INFORMATION

Reconciliation of alternative performance measures 130
Shareholder information 131

NIOX GROUP PLC | ANNUAL REPORT & ACCOUNTS YEAR ENDED 31 DECEMBER 2025

NIOX

STRATEGIC REPORT

Financial highlights	08
Operational highlights	10
Chairman's statement	12
Chief Executive's statement	14
Business review	16
Operating review	18
Our stakeholders	24
Strategy and business model	28
Financial review	30
Sustainability review	34
Risks and risk management	40

STRATEGIC REPORT
Financial highlights

REVENUE

Revenue growth of
17% (15% on a constant currency basis) to £48.7m (2024: £41.8m).

RESEARCH REVENUE²

Research revenue growth of
77% (77% on a constant currency basis) to £10.1m (2024: £5.7m).

CLINICAL REVENUE¹

Clinical revenue growth of
7% (6% on a constant currency basis) to £38.6m (2024: £36.1m).

ADJUSTED EBITDA³

Adjusted EBITDA³ up
21% to £16.7m (2024: £13.8m), reflecting strong operational leverage.

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NIOX GROUP PLC | ANNUAL REPORT & ACCOUNTS YEAR ENDED 31 DECEMBER 2025

NIOX

NET CASH

The Board recommends the payment of a final dividend of 1.55 pence per share (2024: 1.25 pence).
Strong balance sheet with cash of £19.9m (31 December 2024: £10.9m) after the payment of a £5.0m dividend in June 2025.

FINANCIAL PROGRESS

	2025 £m	2024 £m
Revenue	48.7	41.8
Gross margin	69%	72%
Total operating expenditure^{4}	(17.0)	(16.4)
Adjusted EBITDA^{3}	16.7	13.8
Adjusted EBITDA margin	34%	33%
Operating profit	10.7	7.7
Profit before tax	11.2	7.8
Profit for the year from discontinued operations	-	0.3
Profit for the financial year	7.0	3.7
Cash at year end	19.9	10.9

NIOX GROUP PLC | ANNUAL REPORT & ACCOUNTS YEAR ENDED 31 DECEMBER 2025

STRATEGIC REPORT

Operational highlights

Strategically strengthened US commercial capabilities through the addition of a focused direct sales team, complementing existing distribution partners and sales channels to accelerate NIOX® installed base growth.
Achieved 7% growth in the NIOX® Clinical device installed base, driven by increased adoption of FeNO and NIOX® by new customers integrating FeNO testing into routine medical practice across all key clinical markets.
Delivered record Research business sales during the year, while simultaneously growing the evidence base for FeNO beyond asthma and into COPD.

NIOX GROUP PLC - ANNUAL REPORT & ACCOUNTS YEAR ENDED 31 DECEMBER 2025

NIOX

Total number of NIOX® FeNO tests sold in the year increased by 9% to 7.2 million (2024: 6.6 million), indicating strong adoption and recurring usage.

NIOX PRO®

Successfully introduced the new, next generation NIOX PRO® device, with the first sale in December 2025.

NIOX MyNO®

Initiated the early-stage development of the home-use device, the NIOX MyNO®.

POST-PERIOD END UPDATE

On 5 March 2026, the Japanese Ministry of Health, Labour and Welfare announced an increase in reimbursement for FeNO testing from JPY 1,000 to JPY 1,450.

Trading in 2026 financial year has started well.

NIOX GROUP PLC '1' ANNUAL REPORT & ACCOUNTS YEAR ENDED 31 DECEMBER 2025

STRATEGIC REPORT Chairman's statement

I am pleased to report that 2025 has been another excellent year for NIOX.

I am pleased to report that 2025 has been another excellent year for NIOX. The Research business saw a notable uplift in revenues, driven by a surge in clinical trials for COPD. This is an exciting development for the Company and a clear demonstration of the growing evidence for the use of FeNO beyond asthma.

I am incredibly proud of what NIOX has achieved in the past year. We have continued to execute our strategy, build momentum in both clinical and research markets, and strengthen our foundations for sustainable long-term growth. My thanks go to our management team and all our colleagues worldwide for their hard work, dedication, and commitment.

With a strong financial position, expanding market opportunities, and continued innovation, NIOX is well-positioned to deliver further shareholder value.

Ian Johnson
Chairman
NIOX Group plc

12 NIOX GROUP PLC-1 ANNUAL REPORT & ACCOUNTS YEAR ENDED 31 DECEMBER 2025

NIOX Group PLC | ANNUAL REPORT & ACCOUNTS YEAR ENDED 31 DECEMBER 2025
13

STRATEGIC REPORT
Chief Executive's statement

2025 was a year of significant progress for NIOX, both operationally and strategically, marked by strong revenue growth.

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NIOX GROUP PLC 1-ANNUAL REPORT & ACCOUNTS YEAR ENDED 31 DECEMBER 2025

NIOX

The Clinical business continued to perform well, supported by robust demand from healthcare providers, record levels of testing during the year, and further expansion of the NIOX installed base, which increased by 7% year-on-year. This year saw the highest number of NIOX® tests performed, reflecting both increased utilisation and the growing role of FeNO testing in routine clinical practice.

In the US, sustained engagement with payers has resulted in approximately 93% of insured lives now having coverage for FeNO testing, materially supporting adoption and long-term growth.

The Research business benefited from a marked rise in COPD-related clinical trials, highlighting the importance of FeNO testing and its growing relevance in COPD diagnosis and management. With approximately 380 million people affected globally, COPD is a major chronic disease and an underserved area of respiratory care. The studies conducted on COPD will be published in leading medical journals, creating a solid evidence base for the use of FeNO testing and NIOX® in managing this condition. This represents an important and exciting new future opportunity for NIOX in supporting the expanding role of FeNO testing beyond asthma.

A highlight of the year was the successful introduction of NIOX PRO® the next-generation FeNO device at the European Respiratory Society congress in September. Market-by-market regulatory approvals will occur throughout 2026. Designed by NIOX, inspired by healthcare professionals, and informed by the needs of asthma patients worldwide, NIOX PRO® offers market-leading accuracy and reproducibility while enhancing the user experience.

Operationally, we maintained strong cost control and grew cash and profitability whilst investing strategically in US commercial capabilities and product development. The NIOX team remained focused on executing and delivering the Company's strategic mission.

Looking ahead, the FeNO market remains highly attractive. We anticipate sustained demand for FeNO testing in the Clinical business, driven by the ongoing global focus on respiratory health, the growing adoption of FeNO testing in asthma and the expanding body of research into COPD. The Company has strong foundations in place to capitalise on the FeNO opportunity, and we are confident in our ability to deliver further growth and shareholder value in 2026 and beyond.

Jonathan Emms
Chief Executive Officer
NIOX Group plc

Sarah Duncan
Approval
This strategic report was approved by the Board on 23 March 2026 and signed on its behalf by:

Sarah Duncan

NIOX GROUP PLC | ANNUAL REPORT & ACCOUNTS YEAR ENDED 31 DECEMBER 2025

STRATEGIC REPORT

A YEAR OF STRONG GROWTH

NIOX is the market leader in point-of-care FeNO testing for the diagnosis, monitoring and management of asthma. Group revenue increased year-on-year, with both the Clinical and Research businesses contributing to growth.

Revenues for the year were up 17% (up 15% on a constant currency basis) to £48.7 million (2024: £41.8 million). EBITDA margin increased to 34% (2024: 33%).

FeNO testing rates continued to increase across most markets, and total tests sold in the year across the Clinical and Research businesses increased by 9% to 7.2 million (2024: 6.6 million).

Clinical sales, grew by 7% (6% on a constant currency basis) to £38.6 million (2024: £36.1 million). Recurring revenues from consumables used in routine FeNO testing continue to account for over 90% of clinical sales, supporting high revenue visibility and a resilient business model.

NIOX GROUP PLC | ANNUAL REPORT & ACCOUNTS YEAR ENDED 31 DECEMBER 2025

NIOX®

Growth was geographically broad-based. On a constant currency basis, versus the prior year:

APAC sales were up 5%. China achieved 14% sales growth, a strong result in a highly competitive market. Continued success in tender processes highlights the quality and differentiation of the NIOX product portfolio compared to low-cost competitors. Sales in Japan were adversely affected by a severe flu season in the second half of the year, as healthcare professionals focused on administering flu jabs and managing the outbreak. Medical practice has since returned to normal, and demand for FeNO in Japan remains robust, reflected in strong sales of NIOX® devices to new customers in 2025. In March 2026, the Japanese Ministry of Health, Labour and Welfare announced a 45% increase in the reimbursement rate to doctors for FeNO testing. This is a strong endorsement for FeNO testing and will help increase testing volumes and further reinforce the long-term attractiveness of the Japanese FeNO market.
EMEA sales grew 6%. UK sales grew 5% on a constant currency basis for the full year. Strong growth was also recorded across several other markets, with Belgium, Luxembourg and the Nordics all increasing by 14%, and Portugal delivering particularly strong growth of 28%.
Americas sales rose by 7% (compared with 6% growth in the previous year). The US delivered an impressive 8% growth despite the absence of a contract sales force during much of 2025 and increased competitive activity in the market. To support future growth, NIOX strategically strengthened its US commercial capabilities by adding a focused direct sales team, complementing existing distribution partners and sales channels to accelerate expansion of the NIOX® installed base.

Research sales grew by 77% in the period to £10.1 million (2024: £5.7 million). The Research business benefited from an unprecedented level of pharmaceutical company-sponsored studies in both asthma and COPD. Growth was underpinned by a marked increase in COPD-related studies, reflecting the emerging recognition of type 2 inflammation in COPD and the use of FeNO, measured by NIOX® as a precise biomarker.

Many of these studies are expected to be published in leading medical journals, further strengthening the clinical evidence base and supporting the expanding role of FeNO testing beyond asthma.

FINANCIAL POSITION

The Group ended the year with a strong balance sheet, net cash of £19.9 million (2024: £10.9 million) after the payment of a £5.0 million dividend in June 2025 and with no debt. Cash generation remained robust, reflecting the business's underlying profitability, high level of recurring revenue and efficient operating model. This financial strength provides the flexibility to invest in product development, expand commercial reach and deliver long-term shareholder returns.

PRINCIPAL CHALLENGES

Today, the awareness and usage of FeNO testing and NIOX® amongst respiratory specialists is relatively high. Most asthmatics are under the care of primary care doctors, and the awareness and usage of FeNO are significantly lower than in the specialist community. This means that there is huge, untapped potential in the FeNO testing market. The primary challenge the NIOX® business faces is increasing awareness and usage of FeNO testing, particularly among the primary care customer group.

The Company continues to engage with respiratory professionals to promote the use of FeNO tests in new and underserved customer segments, such as primary care settings and pharmacies, which provides a significant growth opportunity for NIOX.

OUTLOOK

NIOX is a highly robust, cash generative, scalable business with best-in-class technology. The NIOX mission is to improve the diagnosis, monitoring and management of asthma and COPD by providing patients with greater access to FeNO testing. Core markets remain large and underserved and offer significant potential for ongoing organic growth. The Group has a robust strategy in place to expand the business and generate profitable growth. The emerging evidence for the use of FeNO in COPD represents a large and exciting incremental future growth opportunity. The 2026 financial year has started well and we look forward to the future with confidence.

NIOX GROUP PLC | ANNUAL REPORT & ACCOUNTS YEAR ENDED 31 DECEMBER 2025

STRATEGIC REPORT Operating review

OUR PRODUCTS

The NIOX portfolio now comprises two devices: the established NIOX VERO® and the next-generation NIOX PRO® NIOX VERO® is approved and reimbursed in most major markets and is available in more than 50 countries via NIOX's international network of distribution partners. NIOX continues to set the standard for point-of-care measurement of FeNO in asthma, with COPD care set to be a significant incremental future opportunity.

The Company's NIOX VERO® is the market-leading device for measuring FeNO. This is a non-invasive, point-of-care system which accurately measures the patient's FeNO level. It is quick, easy to use and reliable. The system comprises a small portable device and a range of consumables, including sensors, individual disposable mouthpieces and breathing handles.

NIOX PRO® is the Group's next-generation FeNO platform, designed to build on the proven clinical performance of NIOX VERO® while offering enhanced usability, improved portability and advanced connectivity features, while maintaining the market-leading accuracy and reproducibility for which NIOX® devices are known. The device features an extended shelf life of up to six years and more compact packaging, reducing waste and improving supply-chain efficiency for customers. Regulatory submissions are underway, with approvals expected on a phased basis across key markets.

NIOX GROUP PLC | ANNUAL REPORT & ACCOUNTS YEAR ENDED 31 DECEMBER 2025

NIOX®

Refined portability

We designed and delivered a strong mounted handle to make portable FeNO testing even easier.

Enhanced distance

The breathing handle now has extended tubing to make desktop testing even more comfortable.

Larger screen

Introducing a stunning HD 7" full colour touchscreen display that makes NIOX PRO® come to life. This is the first NIOX® experience in HD!

Built-in cap

Our breathing handle holder provides a new home and resting place for each test.

NIOX GROUP PLC | ANNUAL REPORT & ACCOUNTS YEAR ENDED 31 DECEMBER 2025

STRATEGIC REPORT Operating review

Asthma affects over 340 million people worldwide, and this is predicted to grow exponentially as countries become more urbanised.

Worldwide, 380 million people are estimated to be living with COPD.

MARKET ENVIRONMENT

Asthma remains one of the world's most significant healthcare challenges. The condition results in approximately 1,000 deaths each day, and many more patients experience severe exacerbations requiring emergency intervention and hospital admission. Against this backdrop, the need for accurate, non-invasive point-of-care diagnostic and monitoring tools to support earlier and more effective management of airway inflammation continues to grow.

FeNO testing is still early in its lifecycle and has relatively low market penetration. It is now widely recognised as the gold standard for identifying and monitoring type 2 inflammation in asthma, providing clinicians with a fast, reliable biomarker to guide diagnosis and optimise treatment. Increasing awareness and education remain a key priority for the Group to drive adoption across healthcare systems worldwide. At the same time, progress continues to be made in improving reimbursement and insurance coverage; in the US, 93% of insured lives now have access to FeNO testing, up from 84% in 2024.

Evidence is also building around the potential role of FeNO testing in the diagnosis, monitoring and management of COPD patients with type 2 inflammation, representing an exciting opportunity for NIOX. Worldwide, 380 million people are estimated to be living with COPD. During the year, the Company refined its core messaging and promotional content to reflect this broader clinical positioning and to support the growing research and professional interest in FeNO's relevance for COPD.

Although awareness and adoption of FeNO testing are increasing, substantial global potential remains untapped. The Group's commercial strategy therefore continues to prioritise deeper engagement with respiratory professionals in new and underserved segments, including primary care and pharmacy settings, to help embed FeNO testing as a routine part of clinical assessment and ongoing disease management.

Looking ahead, NIOX anticipates that as FeNO testing becomes further integrated into professional healthcare, asthma management will increasingly shift to home settings, mirroring the evolution seen in other chronic conditions, such as diabetes and hypertension. In preparation for this long-term trend, the Group is advancing the development of NIOX MyNO® a device specifically designed for home use.

NIOX GROUP PLC | ANNUAL REPORT & ACCOUNTS YEAR ENDED 31 DECEMBER 2025

NIOX

THE OPPORTUNITY

Asthma

Asthma affects over 340 million people worldwide, and this is predicted to grow exponentially as countries become more urbanised. In approximately 50% of cases, asthma is either not diagnosed or is misdiagnosed, which leads to a delay in asthma patients receiving the care that they need. Following a diagnosis of asthma, it is essential to regularly monitor the condition to confirm the effectiveness of treatment and patient adherence.

Asthma is a condition characterised by inflammation of the airways and lungs. Nitric oxide is produced by type 2 inflammatory cells and can be precisely measured in exhaled breath, known as FeNO. Measuring FeNO helps medical professionals assess lung inflammation in asthmatics and is a precise biomarker of type 2 inflammation. FeNO measurements can increase the likelihood of a correct diagnosis by up to seven times.

The American Thoracic Society ("ATS") recommends that FeNO testing be part of the ongoing care of asthmatics and a tool for diagnosing asthma. This is the latest example from an increasing body of highly credible, evidence-based medical guidelines worldwide that have recommended FeNO testing as a routine part of diagnosing and managing asthma. The guidelines are based on a substantial body of published clinical trials that demonstrate the benefits of FeNO testing. Measuring FeNO as part of ongoing asthma management has been shown to decrease asthma exacerbations by 50%.

In 2025, the Global Initiative for Asthma ("GINA") published updated asthma treatment guidelines that emphasise the role of type 2 inflammation in asthma and recommend the use of FeNO testing for both diagnosis and ongoing management.

In the UK, the National Institute of Clinical Excellence ("NICE") published updated asthma diagnosis, monitoring, and treatment guidelines in December 2024, noting that FeNO testing should be used as the primary diagnostic tool for children suspected of having asthma and as a joint primary diagnostic tool for adults.

Further impetus is coming from a new class of biologic anti-inflammatory medicines for the treatment of type 2 inflammatory asthma. Biologic therapies are targeted at asthmatics with increased inflammation and, therefore, elevated FeNO. The cost of these new medicines is high. This means that some pharmaceutical companies are investing resources to raise awareness and increase the use of FeNO testing to identify patients most likely to respond to treatment, as they seek to establish this new class of drugs as an effective line of therapy.

COPD

NIOX has a well-established position in asthma diagnosis, monitoring, and management through its market-leading FeNO technology. Emerging clinical evidence now highlights the role of FeNO in identifying type 2 inflammation within COPD, a patient group more likely to benefit from targeted anti-inflammatory treatment, such as inhaled corticosteroids and biologic medicines. This creates a significant future growth opportunity for NIOX.

NIOX® devices have regulatory approval in most major markets for measuring type 2 airway inflammation, a pathway that underpins both asthma and a substantial subgroup of COPD patients. This means that existing NIOX® technology can be readily applied to COPD without the need for new licensing, thereby extending its clinical utility beyond asthma to a much larger patient population.

NIOX's Research business acts as an important halo for the Clinical business, with the majority of published studies using NIOX® as the device of choice. By influencing thought leaders and key opinion leaders, this research presence is expected to drive adoption in the clinical segment as clinicians follow the guidance of experts. Emerging clinical evidence suggests that FeNO can identify type 2 inflammation in COPD, enabling more personalised care and optimised anti-inflammatory medicine. This, in turn, may help lower exacerbation rates and the associated burden on healthcare systems. FeNO monitoring in COPD represents a significant new incremental opportunity for NIOX.

While further clinical adoption and formal guideline inclusion remain future milestones, NIOX is strongly positioned to capitalise on this opportunity. With its technology already licensed for type 2 airway inflammation, a robust infrastructure, and leadership in FeNO testing, the Company is well-placed to expand into COPD management and capture growth from this emerging patient segment.

NIOX GROUP PLC | ANNUAL REPORT & ACCOUNTS YEAR ENDED 31 DECEMBER 2025

STRATEGIC REPORT

Operating review

STRATEGIC PRIORITIES

NIOX remains focused on advancing its mission to improve the diagnosis, monitoring, and management of asthma and COPD through innovative point-of-care FeNO testing. The Company's strategic priorities are designed to strengthen its market leadership, accelerate product development, and drive sustainable growth.

1) Increasing US FeNO Penetration

Throughout 2025, management made targeted, performance-driven adjustments to accelerate momentum and ensure NIOX reaches its full potential in the US. As part of this, the Company implemented a revised go-to-market model. Historically, relying solely on external sales partners had not yielded the desired results, prompting the establishment of a small direct sales capability to work alongside existing distribution partners and sales channels to accelerate the NIOX® installed base growth.

Under this hybrid approach, distributor partners and inside sales and marketing teams will work together, with a dedicated direct field-based sales team focused solely on new device installations in high-priority geographies and customer segments. In parallel, the existing distributors, inside sales and marketing teams will continue to support current customers and drive recurring revenue growth.

The new field-based sales team will not be deployed and fully operational until the middle of 2026.

This NIOX-led, targeted approach is designed to deliver more consistent and scalable growth and represents a key strategic step for the Group in realising the full potential of the US market.

2) Innovation and Product Development

NIOX PRO®

The next-generation FeNO device, the NIOX PRO®, was introduced as planned at the European Respiratory Society in September 2025 and received extremely positive feedback from both customers and distribution partners. The first sale was made in December 2025. NIOX PRO® offers the same accuracy and reproducibility as NIOX VERO® with the additional benefits of enhanced usability, portability and connectivity. NIOX PRO® is fully compatible with existing consumables.

Development costs totalling £1.3 million have been capitalised in the year (2024: £0.9 million) in accordance with accounting standards. The aggregate development costs of the NIOX PRO®, including tooling, are expected to total £2.5 million, with £2.2 million already incurred. A few residual costs are expected in 2026 related to product registration across markets.

NIOX Cloud®

To complement the new NIOX PRO® device and the future home-use NIOX MyNO® device, the Company is developing NIOX Cloud®, a cloud-connected platform that will enable healthcare professionals and patients to access and manage their NIOX® devices data from anywhere. The platform recognises each customer's device and offers one-tap ordering, allowing users to quickly and effortlessly request quotes for consumables.

By synchronising data, NIOX Cloud® proactively notifies users when consumables need replenishing or when any support actions require attention, ensuring a seamless, end-to-end customer experience.

Development of NIOX Cloud® is progressing well and remains on track for launch in the first half of 2026. Total costs are expected to be approximately £0.3 million and will be incurred during 2026.

NIOX GROUP PLC | ANNUAL REPORT & ACCOUNTS YEAR ENDED 31 DECEMBER 2025

NIOX

NIOX MyNO®

Development of NIOX MyNO® the home-use FeNO monitoring device, commenced in 2025. Building on the technology and clinical credibility established by NIOX, the MyNO® device aims to create a whole new home testing market. At the same time as making FeNO testing more accessible by enabling patients to measure airway inflammation from home and share results digitally with their clinicians. Increased FeNO levels are an early indicator of rising airway inflammation and can signal an impending asthma attack, making timely monitoring particularly valuable. This approach supports more personalised and proactive management of asthma, helping to reduce exacerbations, avoid unnecessary treatment escalations and improve long-term disease control.

The expectation is that the Company will incur approximately £1.5 million of development costs in 2026, which will be expensed in the income statement until technical feasibility is determined. To accelerate progress, we have now engaged an external consultancy firm that previously worked on the development of NIOX VERO® to work alongside our manufacturing partners.

NIOX MyNO® is not expected to generate near-term revenue, however, it represents a longer-term opportunity aligned with the growing trend toward home monitoring and the increasing integration of remote diagnostic tools into respiratory care pathways.

3) Driving Adoption and Clinical Education

NIOX is investing in educational initiatives for clinicians, healthcare providers and patients to ensure broader adoption of FeNO testing in clinical practice. This includes expanding training programmes, publishing clinical evidence, and engaging with key opinion leaders in respiratory medicine.

During 2025, NIOX reached 2.7 million healthcare professionals with digital advertisements and 12.5 million patients with educational messages about FeNO and asthma.

With a focus on these strategic priorities, NIOX aims to deliver long-term value for shareholders, improve patient outcomes, and reinforce its position as a global leader in FeNO testing.

SUMMARY AND OUTLOOK

2025 has been a strong year for NIOX. Revenue growth in our Research business was driven by a surge in clinical trials for COPD, reflecting the expanding evidence for FeNO beyond asthma.

The successful introduction of NIOX PRO®, together with the development of the cloud-connected NIOX Cloud® platform, positions NIOX to deliver a seamless, end-to-end experience for healthcare professionals and their patients.

Looking ahead, the Company sees significant growth opportunities in the US market.

2026 has started well, including positive FeNO reimbursement increases in Japan that further support the adoption of FeNO testing. We are excited for the future. With a strong financial position, innovative products, and a committed global team, NIOX is well-placed to execute its strategy, support customers, and deliver attractive shareholder returns in the years ahead.

NIOX GROUP PLC | ANNUAL REPORT & ACCOUNTS YEAR ENDED 31 DECEMBER 2025

STRATEGIC REPORT
Our stakeholders

Our engagement with stakeholders

SECTION 172(1) STATEMENT

NIOX recognises that its success depends on positive engagement with stakeholders. The Board takes the interests of various stakeholder groups into account during decision making. Through effective engagement, the Company aims to understand its stakeholders, allowing the Board to include issues that are important to each group in its discussions.

This stakeholder engagement enables NIOX to continue delivering essential healthcare products, providing quality employment, collaborating effectively with suppliers, respecting environmental and community needs, and maintaining high professional standards, all while building a sustainable business for shareholders.

Section 172 requires directors to act in good faith to promote the success of the company for the benefit of its members. In setting strategy, the Board focuses on sustaining the Company's reputation for providing high quality services to its customers whilst ensuring long-term sustainable financial performance. The Board makes all decisions with the aim of maintaining the Company's reputation for high standards of business conduct.

The following table outlines NIOX's main stakeholders and the Company's engagement on important issues. While the table provides a comprehensive overview, a number of the areas covered and the progress during the year are explored in more detail elsewhere in this report, in particular in the strategic report and corporate governance report.

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NIOX GROUP PLC | ANNUAL REPORT & ACCOUNTS YEAR ENDED 31 DECEMBER 2025

NIOX

STAKEHOLDERS	PATIENTS, HEALTHCARE PROFESSIONALS AND PAYERS	DISTRIBUTION PARTNERS
NIOX provides innovative products to help healthcare professionals around the world improve patients' health. The success of the Company's business is only possible by continuing to meet the high standards expected by these important customers.	NIOX provides innovative products to help healthcare professionals around the world improve patients' health. The success of the Company's business is only possible by continuing to meet the high standards expected by these important customers.	In markets where NIOX has limited or no direct presence, its success relies on partners who provide its products to local healthcare professionals.
KEY FACTORS	• Effective products
• High quality products
• Safe products
• Increasing the awareness and usage of FeNO testing
• Customer experience and support
• Providing value	• Partnership approach
• Promotional support
• Robust product supply
ENGAGEMENT	NIOX's products meet stringent regulatory requirements to ensure their safety and efficacy. The Company is increasing the awareness and usage of FeNO testing through high quality educational and awareness initiatives. The Company has dedicated teams of regulatory and quality experts supporting its product supply and providing customer support services in the markets where it sells directly. NIOX prices its products to reflect the value they provide.	NIOX works with an international network of partners to sell its products. Through its dedicated partner team, the Company provides a range of promotional materials and commercial support, including an annual partnership meeting and holds regular updates to resolve any issues.
2025 PROGRESS	• Completed development of NIOX PRO® the next generation device for clinical professionals offering customers improved ergonomics, a larger screen and improved iOS and Android connectivity.
• Commenced development of NIOX MyNO® the home-use device, which will enable more frequent monitoring and earlier intervention.
• Continued engagement with influential and governing groups to drive guideline updates, increase endorsement for FeNO and ultimately, increase reimbursement.
• NIOX® workshops at society-led training days, incorporating FeNO Masterclass.	• New distribution partner welcomed in the Philippines.
• Introduction of the NIOX PRO® device in 2025 was supported through distributor training, onboarding and early-stage commercial support, helping to ensure consistent standards of product knowledge and customer service globally.

NIOX GROUP PLC | ANNUAL REPORT & ACCOUNTS YEAR ENDED 31 DECEMBER 2025

STRATEGIC REPORT
Our stakeholders

STAKEHOLDERS	EMPLOYEES	SUPPLIERS
	NIOX's worldwide team of employees drives the Company's business forward. These colleagues provide the broad range of expertise required to build a successful business.	NIOX outsources a number of important functions to a range of suppliers. In particular, the Company's products are manufactured and distributed by third parties.
KEY FACTORS	- Opportunity to make a difference
- Open communication
- Development and progression
- Flexible working
- Diversity and inclusion	- Long-term partnerships
- Collaborative approach
- Fair terms of business
ENGAGEMENT	NIOX's employees are crucial to the ongoing provision of its important healthcare products and the whole team helps make a difference to patients' lives.

The Company holds regular update meetings across the organisation and provides ongoing news updates and a regular newsletter for staff. NIOX supports the ongoing development of employees through annual plans and individual targets.

The Company operates local flexible working and has a clear diversity and equality policy, ensuring recruitment and progression is based on merit alone. | NIOX has a number of long-term collaborations with third parties for the supply of its products. NIOX's supply chain team holds regular meetings with suppliers to ensure close working and treats its partners with respect and fairness. |
| 2025 PROGRESS | - Training on Code of Conduct and related policies, including diversity and equality.
- Annual development plans and flexible working policies implemented.
- Regular newsletter for staff. | - Executive Directors' visit to key supplier in Japan.
- Dedicated supply chain team in place.
- Ongoing meetings with suppliers.
- Payments on agreed terms. |

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NIOX GROUP PLC | ANNUAL REPORT & ACCOUNTS YEAR ENDED 31 DECEMBER 2025

NIOX

LOCAL COMMUNITIES AND ENVIRONMENT	SHAREHOLDERS	STATEMENTS
As a responsible business, NIOX recognises the importance of local communities and the global environment to its success.	The support of the Company's shareholders is an important factor in building a strong, sustainable business. Shareholders also play a key role in monitoring and safeguarding NIOX's corporate governance.
• Quality employer
• Contribution to science base
• Minimal environmental impact	• Strategy and business model
• Financial progress
• Clear communication	KEY FACTORS
NIOX provides high quality, well remunerated employment in each of its local markets. The Company adheres to high standards of professional behaviour and enforces a strict code of conduct. NIOX contributes to science in its area of expertise, providing healthcare training in a number of countries, and supports clinical research through the provision of its products. As a business focused on commercialisation, the Company has a limited environmental impact, which it endeavours to minimise through initiatives such as local recycling and home working policies.	NIOX meets with shareholders throughout the year to outline its strategy and business plans and provides the market with regular updates on its commercial and financial progress, including via its interim and annual reports. The Company's Chairman is available to meet shareholders, and the Annual General Meeting provides all members with the opportunity to meet senior management.	ENGAGEMENT
• Recycling maintained across organisation.
• Employee volunteering policy in place to give something back to our communities and recognise our social responsibility.
• Maintaining the use of sea freight for less time-sensitive shipments.
• Reduced carbon footprint by facilitating direct shipping from our manufacturers where possible.
• NIOX PRO® packaging is smaller and requires less cardboard. Non-recyclable polystyrene has been removed, and user guides are now digital.
• Piloted “Go Greener” scheme for sensor recycling.	• Series of investor meetings.
• Publication of business updates.
• Final dividend paid to shareholders.	2025 PROGRESS

NIOX GROUP PLC | ANNUAL REPORT & ACCOUNTS YEAR ENDED 31 DECEMBER 2025

STRATEGIC REPORT

Strategy and business model

NIOX's mission is to improve the diagnosis, monitoring and management of asthma and COPD by increasing accessibility to FeNO testing.

STRATEGY AND OBJECTIVES

The NIOX VERO® is the world's leading FeNO testing device in clinical settings and is the device of choice for leading clinical research organisations for respiratory studies.

Our next generation device, NIOX PRO® was successfully introduced, with the first sale made in December 2025. NIOX PRO® will build on the strong clinical and commercial position established with the NIOX VERO® and become equally, if not more, successful.

To achieve this mission, our strategy is built on two pillars.

Two pillars of NIOX's strategy

Promote the use of FeNO testing and NIOX® in primary care settings so that they become standard medical practices.
Continue developing products that meet the future needs of patients, including a home-use device to improve asthma and COPD management.

NIOX®

NIOX® is available in over 50 countries

BUSINESS MODEL

NIOX adopts a distributor-led go-to-market model to ensure maximum customer coverage and product availability in over 50 markets where NIOX® has regulatory approval.

To provide outstanding distributor and customer service, NIOX offers specialised support to the distributor network, including product training, marketing, sales incentives, technical support, supply chain management, regulatory assistance, quality assurance and medical support.

NIOX has several strategic partners who are experts in product development, design and manufacturing.

EUROPE

Albania
Austria
Belgium
Bulgaria
Croatia
Cyprus
Czech Republic
Denmark
Estonia
Finland
France
Germany
Greece
Hungary
Iceland
Ireland
Italy
Kosovo
Latvia
Liechtenstein
Lithuania
Luxembourg
Malta
Netherlands
Norway
Poland
Portugal
Romania
Slovakia
Slovenia
Spain
Sweden
Switzerland
Turkey
Ukraine
UK

AFRICA

Morocco
South Africa

MIDDLE EAST

Israel
Kuwait
Qatar
Saudi Arabia
United Arab
Emirates

NORTH AMERICA

Canada
Mexico
USA

SOUTH AMERICA

Brazil
Chile

AUSTRALASIA

Australia
New Zealand

ASIA

China
Hong Kong
India
Japan
Malaysia
Philippines
Singapore
South Korea
Taiwan
Thailand

NIOX GROUP PLC | ANNUAL REPORT & ACCOUNTS YEAR ENDED 31 DECEMBER 2025

STRATEGIC REPORT
Financial review

NIOX® REVENUES

£48.7m

(2024: £41.8 million)

ADJUSTED EBITDA

£16.7m

(2024: £13.8 million)

| | 2025
£m | 2024
£m |
| --- | --- | --- |
| Revenue | 48.7 | 41.8 |
| Cost of sales | (15.0) | (11.6) |
| Gross profit | 33.7 | 30.2 |
| Gross margin | 69% | 72% |
| Research and development costs | (2.6) | (2.5) |
| Sales and marketing costs | (11.4) | (11.2) |
| Administrative expenses | (9.0) | (8.8) |
| Adjusted EBITDA¹ | 16.7 | 13.8 |
| Operating profit | 10.7 | 7.7 |
| Other losses | (0.3) | (0.6) |
| Other income | 0.6 | - |
| Net finance income | 0.2 | 0.7 |
| Profit before tax | 11.2 | 7.8 |
| Taxation | (4.2) | (4.4) |
| Profit for the financial year from continuing operations | 7.0 | 3.4 |
| Profit for the financial year from discontinued operations² | - | 0.3 |
| Profit for the financial year | 7.0 | 3.7 |
| Cash and cash equivalents | 19.9 | 10.9 |

¹ Earnings before interest, tax, depreciation, amortisation and share-based payment expenses. Adjusted EBITDA reconciles to operating profit as shown on page 130.
² On 9 April 2020, the Group announced that the development and commercialisation agreement with AstraZeneca was terminating. As such, the COPD business results are classified as a discontinued operation.

30
NIOX GROUP PLC - I - ANNUAL REPORT & ACCOUNTS YEAR ENDED 31 DECEMBER 2025

NIOX®

The Group ended the year in a strong financial position,

providing a solid platform to support continued long-term growth.

Sarah Duncan
Chief Financial Officer
23 March 2026

NIOX's financial performance reflects continued execution of the Group's strategy, resilient demand for FeNO testing across core markets and disciplined financial management, resulting in sustained revenue growth, strong margins and robust cash generation.

The Group ended the year in a strong financial position, providing a solid platform to support continued long-term growth.

The Group considers its key financial performance indicators to be revenue and adjusted EBITDA, which the Board uses to assess underlying performance, operational efficiency and progress against the Group's strategic objectives.

REVENUE

NIOX® revenues for the year were £48.7 million (2024: £41.8 million). NIOX® clinical revenue of £38.6 million (2024: £36.1 million) represents sales to physicians and hospitals for use in clinical practice and to the Company's distributors. NIOX® research revenue of £10.1 million (2024: £5.7 million) is from pharmaceutical companies and contract research organisations (CROs) for use in clinical studies.

A substantial portion of NIOX® revenue growth was driven by the Research business, which benefited from an unprecedented level of pharmaceutical company-sponsored studies in both asthma and COPD.

Clinical sales grew by 7% during the year, supported by continued adoption of FeNO testing in clinical practice and sustained demand across the Group's major markets.

GROSS PROFIT

Gross profit on NIOX® revenue was £33.7 million (2024: £30.2 million). Gross margin at 69% (2024: 72%) was lower than the previous year, primarily due to a higher mix of device-heavy research sales.

NIOX GROUP PLC | ANNUAL REPORT & ACCOUNTS YEAR ENDED 31 DECEMBER 2025

STRATEGIC REPORT
Financial review

RESEARCH AND DEVELOPMENT

Research and development expenditure, which includes regulatory, quality assurance, medical affairs and device development costs, increased marginally to £2.6 million (2024: £2.5 million), reflecting the investment in the development of the NIOX MyNO® home-use device, which commenced during the year.

The next-generation FeNO clinical device, the NIOX PRO®, was launched during the second half of the year, and £1.3 million of development costs were capitalised (2024: £0.9 million).

SALES AND MARKETING

Sales and marketing costs increased to £11.4 million (2024: £11.2 million), primarily reflecting investment in a direct sales force in the US. Recruitment started in Q4 2025, and a full-year impact of approximately £1.5 million is expected in the next financial year.

ADMINISTRATIVE EXPENDITURE

Administrative expenditure, which includes overheads relating to corporate functions, centrally managed support functions, and corporate costs, increased to £9.0 million (2024: £8.8 million), primarily due to one-off costs of £0.3 million associated with the withdrawn Keensight bid.

OTHER INCOME

Other income was £0.6 million (2024: £nil), comprising £0.3 million of royalty income from Beyond Air and a £0.3 million gain on the disposal of certain legacy assets.

With effect from Q4 2024, the Group is entitled to a royalty of 5% on the net sales of Beyond Air's LungFit® device in the USA, capped at $6.0 million.

In December 2025, the Group received cash proceeds of £0.3 million from the sale of certain legacy respiratory-related intellectual property and associated manufacturing equipment acquired as part of the Prosonix Limited acquisition in 2015. As these assets had previously been written down to a nil carrying value, the proceeds have been recognised in full as other income as this was non-recurring.

TAXATION

The tax expense for the year was £4.2 million (2024: £4.4 million), of which £0.1 million (2024: £0.1 million) related to corporation tax payable in Germany and China, and £4.1 million (2024: £4.3 million) related to deferred tax charged to the income statement in relation to taxable profits generated in Sweden, which resulted in the utilisation of brought forward losses during the period. A deferred tax asset in Sweden had previously been fully recognised in respect of carried-forward trading losses.

EARNINGS PER SHARE

Basic earnings per share for the year was 1.69p (2024: 0.88p) and diluted earnings per share for the year was 1.64p (2024: 0.83p), reflecting a profit after tax of £7.0 million (2024: £3.7 million). The increase in earnings per share primarily reflects higher operating profitability during the year.

Excluding the impact of interest, tax, depreciation, amortisation and share-based payment expenses, adjusted basic earnings per share from continuing operations for the year was 4.03p (2024: 3.23p). See note 31 to the financial statements.

Basic earnings per share from continuing operations was 1.69p (2024: 0.81p), and diluted earnings per share for the year was 1.64p (2024: 0.76p), reflecting a profit from continuing operations for the financial year of £7.0 million (2024: £3.4 million).

STATEMENT OF FINANCIAL POSITION

The Group's total equity at 31 December 2025 was £67.6 million (2024: £59.5 million).

Inventories increased by £1.0 million, reflecting higher year-end stock of NIOX VERO® mouth filters. These were purchased in bulk ahead of switching production to the new NIOX PRO® design, to ensure continuity of supply into markets awaiting regulatory approvals. In anticipation of demand for the new NIOX PRO® device, we plan to build a reserve equivalent to approximately five months' supply.

32
NIOX GROUP PLC-1 ANNUAL REPORT & ACCOUNTS YEAR ENDED 31 DECEMBER 2025

NIOX

OTHER COMPREHENSIVE EXPENSE

The Group's other comprehensive income of £5.5 million (2024: £4.2 million expense) relates to exchange differences arising from the translation of foreign operations into British pound sterling. The current year income is largely due to the strengthening of the Swedish krona against the British pound.

CASH FLOW

The Group's cash position increased to £19.9 million from £10.9 million at 31 December 2024.

Cash generated from operations during the year amounted to £15.7 million (2024: £17.4 million). In the previous year, £0.8 million was used in discontinued operations, and £3.7 million was received from Beyond Air under the terms of the relevant settlement agreement. Excluding these one-off items, cash generated from operations increased by £1.2 million year on year.

During the year, a dividend of £5.0 million (2024: £4.2 million) was paid to shareholders, and £1.3 million (2024: £0.9 million) was invested in the development of the NIOX PRO®.

Exchange differences on cash and cash equivalents arose from the translation of foreign currency balances at the beginning and end of the year. The exchange loss for the year was £0.1 million (2024: £0.1 million).

NIOX GROUP PLC - ANNUAL REPORT & ACCOUNTS YEAR-ENDED 31 DECEMBER 2025

STRATEGIC REPORT
Sustainability review

Our ambition is to improve the quality of life of millions of people suffering from asthma and COPD

ENVIRONMENT, SOCIAL AND GOVERNANCE

Our ambition is to improve the quality of life of millions of people suffering from asthma and COPD, and we are committed to achieving this in a socially responsible manner.

NIOX is dedicated to transforming patients' lives while delivering sustainable value to all stakeholders, including investors, customers, suppliers, partners, and employees. We believe an ethical and responsible workplace is vital for long-term success, and we adhere to high governance standards to minimise our environmental impact and contribute positively to society.

Our environment, social and governance (ESG) strategy focuses on four pillars:

people - we are committed to maintaining an engaged and diverse workforce that enables us to achieve our strategic goals.
product - we provide safe and reliable products.
planet - we are focused on reducing our overall impact on the environment.
governance - we are committed to conducting our business in a responsible, transparent, and ethical manner in line with our purpose and values.

There is an increasing expectation from stakeholders for us to measure and communicate the effectiveness of our ESG strategy. It is essential that our business model, objectives, and future goals align with our sustainability roadmap. To address this, we have developed performance indicators for each of our four ESG pillars and established clear targets to measure our performance effectively.

PEOPLE

Our highly skilled workforce is vital to our long-term success. We strive to attract, motivate, and retain talented individuals to execute our strategy effectively.

We support employees through a structured performance management process, offering discretionary bonuses tied to individual and group performance. Our competitive compensation and benefits package further enhances our employee experience.

Our policies align with best practices and guarantee equal opportunities and an environment free from discrimination for all employees.

Values

Our values, and the behaviours that underpin them, describe the culture of our business.

PASSION Our passion for delivering products to improve patients' lives energises us to attain our goals.

RECOGNITION We recognise and acknowledge the contribution of teams and individuals in achieving our goals.

INTEGRITY We act with honesty and fairness at all times and always strive to do the right thing.

DRIVE We set ambitious goals and go for them, believing this drives extraordinary behaviour.

EFFECTIVENESS We understand key business drivers and manage our resources effectively.

34
NIOX GROUP PLC | ANNUAL REPORT & ACCOUNTS YEAR ENDED 31 DECEMBER 2025

NIOX®

NIOX-GROUP PLC-1 ANNUAL REPORT & ACCOUNTS YEAR ENDED 31 DECEMBER 2025

STRATEGIC REPORT
Sustainability review

Diversity and inclusion

NIOX does not have formal diversity quotas, however we recognise that a diverse employee profile brings significant benefits. We believe that every person in the Group has a part to play in creating value. Diversity is considered when making appointments at all levels.

We promote diversity and inclusion through our policies, ensuring equal opportunities for all employees in terms of employment, training, and career development.

The Group's policies ensure that individuals are hired and promoted based solely on their abilities and qualifications. We do not consider age, disability, gender, marital status, pregnancy, race, religion, or sexual orientation. All appointments, training, development, and promotions are based solely on merit.

If an employee at NIOX becomes disabled, the Group is committed to supporting their continued employment through any necessary training and assistance.

The table below shows the gender profile at different levels of the Group as at 31 December 2025:

Employee engagement

At NIOX, we prioritise our people, as our success is built on their talent, skills, commitment and passion. Engaging with our employees is essential, especially considering how people work following the pandemic. We aim to hold at least one Board meeting outside the UK each year to allow the Board to meet employees. Our monthly newsletter provides regular updates on business performance and other important matters.

Working conditions

NIOX is committed to providing all employees with good working conditions, a safe and healthy work environment, and flexible employment possibilities that promote a better work-life balance. We ensure that working hours comply with local laws and provide annual paid holidays. Additionally, employees receive a day off for their birthday and other significant events. Whenever possible, we adapt working conditions to encourage employees to pursue outside interests, especially those related to community involvement.

Health and safety

NIOX is dedicated to ensuring a safe working environment for all employees. We promote a strong health and safety culture and implement best practice standards throughout the organisation. We comply with relevant national laws and regulations regarding health and safety.

We provide ongoing training for those responsible for health and safety, and all staff are kept informed about health and safety practices. The Group continuously reviews its health and safety policies and practices to ensure they are effective, suitable, and aligned with current best practices.

Member	Male	Female	Total	% Male	% Female
Directors of NIOX Group plc	5	2	7	71	29
Senior managers (including directors of subsidiary undertakings)	4	1	5	80	20
All other employees	43	42	85	51	49
Total	52	45	97	54	46

NIOX GROUP PLC | ANNUAL REPORT & ACCOUNTS YEAR ENDED 31 DECEMBER 2025

NIOX®

PRODUCT

The NIOX VERO® is the market-leading device for measuring FeNO. It is a non-invasive, point-of-care system that accurately measures a patient's FeNO level. It is quick and easy to use and has proven accuracy and reliability. The NIOX VERO® has excellent repeatability and reproducibility, enabling a successful measurement in a single test. The device is packed with unique technology to guarantee an accurate result every time.

During 2025, NIOX expanded its product portfolio with the successful introduction of its next-generation device, NIOX PRO® which is designed to build on the strong clinical performance of NIOX VERO® while offering enhanced usability, connectivity and scalability for healthcare providers. NIOX PRO® supports more efficient workflows and improved data management, helping clinicians to deliver high-quality respiratory care in a more sustainable and resource-efficient manner.

In parallel, the Group commenced development of NIOX MyNO®, a home-use FeNO device intended to extend access to FeNO testing beyond the clinic. By enabling patients to monitor airway inflammation at home, NIOX MyNO® has the potential to support earlier intervention, reduce unnecessary clinic visits and improve disease management, contributing to better patient outcomes and a lower environmental footprint associated with traditional care pathways.

Together, NIOX VERO®, NIOX PRO® and NIOX MyNO® reflect the Company's commitment to innovation, patient-centred care and the development of technologies that support more sustainable healthcare systems.

PLANET

We are committed to minimising the environmental impact of our activities. In line with the UK's net zero strategy, our goal is to achieve net zero Scope 1 and 2 emissions by 2050. Our decarbonisation strategy focuses on maximising energy efficiency and carbon reduction before offsetting any remaining emissions with certified carbon credits.

We have sustainable procurement practices and work with our supply chain to enhance social, economic and environmental outcomes over the entire lifecycle. The materials used in the production of NIOX® products are carefully considered to minimise environmental impact while ensuring maximum functionality. We aim to promote responsible consumption by extending the useful life of our products whenever possible.

The new NIOX PRO® device features an extended shelf life of six years and smaller packaging, reducing the amount of cardboard used. In addition, the non-recyclable polystyrene previously included with the NIOX VERO® has been removed. All user guides for NIOX PRO® are provided in digital format, further reducing paper use and supporting environmentally responsible practices.

The mouthpieces for the NIOX VERO® device are single-use for hygiene and are not currently recyclable. Although the possibility of developing recyclable mouthpieces for the NIOX PRO® was explored, it has not proved feasible. During the year, we piloted the "Go Greener" initiative, a sensor return scheme that allows customers to return used sensors to NIOX for recycling. The uptake of this pilot will be assessed, and a plan for broader rollout will be determined based on the results.

Most employees work in modern office suites. We also have a laboratory in Sweden and warehouses in Sweden and the USA. The efficient use of energy and materials in these facilities, along with the responsible disposal of waste, are the most important means of climate protection currently available to us. We implement office-based initiatives to reduce waste, which include recycling paper, cans, plastics, batteries, and printer cartridges.

NIOX GROUP PLC | ANNUAL REPORT & ACCOUNTS YEAR ENDED 31 DECEMBER 2025

STRATEGIC REPORT
Sustainability review

Streamlined energy and carbon reporting ('SECR')

Reporting methodology

Greenhouse gas emissions are reported according to the UK Government's 'Environmental Reporting Guidelines: Including Streamlined Energy and Carbon Reporting Guidance' (dated March 2019).

In line with SECR reporting requirements, the Group measures greenhouse gas emissions from its main activities categorised as scope 1, 2 and 3 emissions.

SCOPE 1: We have no scope 1 direct emissions, as manufacturing and distribution are outsourced.

SCOPE 2: This comprises indirect emissions from purchased electricity and gas in our daily operations.

SCOPE 3: This includes other indirect emissions outside the Group's control. Reporting is voluntary and thus excluded from this report.

For scope 2 reporting, we collect gas and electricity usage data from invoices and verify it against meter readings. If complete data for the financial year is unavailable, estimates are used.

Emissions are reported in metric tonnes of carbon dioxide equivalents, calculated using Defra conversion factors. An intensity ratio is also provided, representing emissions per square metre of the Group's occupied office space.

Annual emissions

The annual quantity of emissions in tonnes of carbon dioxide equivalent, resulting from the purchase of electricity and heat by the Company for its own use is set out below.

Intensity metric

An intensity metric of $\mathrm{CO}_{2}\mathrm{e}$ per $\mathrm{m}^2$ of office space has been applied for our emissions:

Movement in emissions

Emissions decreased in 2025 as we continued encouraging employees to adopt energy-conscious behaviours, such as turning off equipment when not in use and utilising natural light.

Energy efficiency improvements

The Group believes its current activities have minimal environmental impact. However, it continues to pursue energy savings in an environmentally responsible and cost-effective manner.

Most of the Group's emissions result from gas and electricity consumption in leased office spaces. Since these office buildings are often shared with other companies, we cannot influence the choice of electricity supplier. To ensure optimal energy efficiency, the Group consistently monitors the size and usage of its offices in relation to employee headcount. Whenever feasible, we manage this by relocating to smaller premises.

EMISSIONS

Annual emissions

Consumption ($\mathrm{CO}_{2}\mathrm{e}$)

	2025	2024
Grid-supplied gas and electricity (scope 2)	73	83

Global energy use

Our underlying global energy use is:

Consumption (kWh)

	2025	2024
Grid-supplied gas and electricity (scope 2)	208,019	235,476

38
NIOX GROUP PLC | ANNUAL REPORT & ACCOUNTS YEAR ENDED 31 DECEMBER 2025

NIOX

Intensity ratio

	2025	2024
Intensity ratio	23	28
2025	23
2024	28

Political and charitable donations

The Group does not make political or charitable donations; however, charitable fundraising by employees is encouraged. All employees are encouraged to take a day off per year as paid leave to pursue charitable initiatives.

Modern slavery and human trafficking

The Group is committed to combatting slavery and human trafficking, including child labour and forced labour. Our modern slavery statement pursuant to section 54(1) of the Modern Slavery Act 2015 can be found on our website.

Our industry is highly regulated and requires approval and licensing, facilitating transparency in our supply chain. As part of our initiative to identify and mitigate modern slavery risks, we perform due diligence on potential suppliers and distributors. Distributors must sign a contract agreeing to comply with NIOX's Code of Conduct and the Modern Slavery Act. We conduct regular site visits and audits to check on our manufacturers and their facilities.

Our recruitment and onboarding process is robust. All employees are verified as eligible to work in their country of employment. Where agency workers are utilised, we ensure the supplier conducts the same checks. We have a Global Ethics Hotline, where whistleblowers can raise concerns anonymously.

GOVERNANCE

At NIOX, our values define our work and guide every decision we make. We prioritise our reputation and strive to be a trusted business partner to all our stakeholders, including patients, employees, investors, suppliers, and the communities we serve. Building and maintaining trust requires a strong, long-term commitment to high ethical standards throughout our entire organisation.

Fraud

At NIOX, our values underpin the way we work, and we believe that how we work is as important as what we do. As such, we expect all employees to act with integrity.

We have both a moral and legal obligation, in accordance with the Fraud Act 2006 in England and Wales and the Economic Crime and Corporate Transparency Act 2023, to our customers, suppliers, employees, and wider society to ensure that our business is not engaged in any fraudulent activities. We shall not partake in any transactions that we know or suspect to involve fraud. We conduct thorough due diligence and only enter into contracts with those we are confident will act with integrity. A fraud risk assessment has been performed, which will be integrated as part of the annual risk assessment cycle and steps have been taken to provide all employees annual fraud training from 2026.

Any known or suspected incidents of fraud are reported to the CFO or via our confidential Global Ethics Hotline.

Ethics and compliance

We operate in a highly regulated ethical framework and we comply fully with applicable laws and regulations. The Group has clear policies and procedures, including an anti-bribery and anti-corruption policy. Training on these policies is regularly conducted to ensure that employees are familiar with and understand these.

We have a strong whistleblowing policy, along with an Ethics and Compliance Hotline, which is available 24 hours a day, 7 days a week, to report potential violations of legal obligations and policies.

Sunshine Act and other similar legislation

The Group is committed to promoting transparency in its relationships with healthcare providers. It collects, tracks and reports payments to healthcare professionals and organisations in compliance with the US Physician Payment Sunshine Act and equivalent legislation in other countries such as France.

Human rights

The Group supports the UN Universal Declaration of Human Rights and recognises the obligation to promote universal respect for and observance of human rights and fundamental freedoms for all, without distinction. The Group complies with all applicable human rights laws.

NIOX GROUP PLC | ANNUAL REPORT & ACCOUNTS YEAR ENDED 31 DECEMBER 2025

STRATEGIC REPORT
Risks and risk management

The Board of Directors are responsible for managing risks and ensuring that these risks are understood and that effective internal controls are in place to identify, assess, and manage risks.

Individuals who manage risks on a daily basis update a risk register annually. This register identifies risks that may impact the business and assesses their likelihood of occurrence.

The register outlines activities and controls designed to mitigate these risks. The Board reviews these mitigation strategies to ensure they are consistent with the nature and degree of risks considered acceptable by the Board. Risk owners across the business are responsible for reporting any significant issues on an ongoing basis to the Executive Leadership Team.

The risk management system is designed to manage risks rather than eliminate them at the expense of achieving corporate objectives. Accordingly, it can only provide a reasonable assurance, not an absolute assurance, against material misstatement or loss.

During the year the Board, with the support of the Audit and Risk Committee, reviewed the principal risks and uncertainties facing the Group and continued to focus on those which pose the greatest threat to the business. These principal risks have been identified on the following pages, with an explanation of how they are mitigated. These are not listed in order of importance or potential impact. The Group considers these risks relevant to any decision to invest in it.

40
NIOX GROUP PLC | ANNUAL REPORT & ACCOUNTS YEAR ENDED 31 DECEMBER 2025

NIOX

CYBER SECURITY

If the Group fails to sufficiently detect, monitor, or respond to cyber-attacks against its systems this may result in disruption of service, compromise of sensitive data, financial loss and reputational damage.

Mitigating activities: The Group’s managed detection and response (MDR) provider continually monitors network traffic for suspicious activity and gathers intelligence on evolving cyber techniques, tactics, and capabilities. All software, including anti-virus protection, is updated to ensure that systems are reinforced with the latest security and operational patches to resolve the latest known exploits and vulnerabilities.

Multi-factor authentication has been implemented across the Group. It uses a third-party mobile phone to verify the identity of the user when logging into systems. Employees are continually educated about phishing attacks and how to avoid them.

All critical data is backed up, which can be rolled back in case of a significant incident. The Group has cyber insurance. The insurer assists in dealing with the consequences of cyber-attacks as part of the service provided.

SUPPLY CHAIN

The Group relies on third parties to supply key materials, finished products and services, including shipping. Some materials may only be available from one source, and regulatory requirements may make substitution costly and time-consuming.

Geopolitical developments such as trade disputes, tariffs, sanctions or regional instability may impact these risks by disrupting markets, restricting the movement of goods and services, or increasing costs.

Mitigating activities: Supply agreements are in place with all significant third-party suppliers and renegotiations of these contracts take place whilst there is still plenty of time remaining on the existing agreement so that supply is not disrupted. Dual sourcing is investigated where this is practicable. To minimise disruption to the supply chain, the Group works closely with its suppliers and contract manufacturers to identify at-risk components and provide long-range procurement plans.

NIOX GROUP PLC | ANNUAL REPORT & ACCOUNTS YEAR ENDED 31 DECEMBER 2025

STRATEGIC REPORT
Risks and risk management

COMMERCIAL SUCCESS

Some of the Group's competitors, who have considerably greater financial and human resources, may develop more effective products, launch similar products at a lower price, or compete more effectively in the markets targeted by the Group.

The Group may face issues selling its products if there is no payer coverage or inclusion of these products by health insurance schemes or if large payers that currently cover FeNO testing shift to a negative coverage policy.

NIOX VERO® is currently the only FeNO measuring device approved and reimbursed in all major markets. Competition is fragmented, and as a result, no single competitor competes with NIOX in all major markets.

Mitigating activities: The competitor devices do not provide results that are more accurate and reproducible and, in some cases, fall short of the performance of the NIOX VERO® which gives NIOX a competitive advantage.

The Group continues to invest in the development and enhancement of its product portfolio, including NIOX PRO® and NIOX MyNIOX®. These developments are intended to broaden the Group's offering, support different clinical settings and care pathways, and strengthen customer engagement, thereby helping to defend and expand the Group's competitive position.

Significant resources are assigned to sales of NIOX® devices, and the Group holds a patent portfolio associated with this product range.

There is continual investment in research and development to reduce the cost of materials used to manufacture the products and enhance them with additional features and functionality that competitor devices lack.

A market access strategy is proactively implemented to provide payers with current research and data to support FeNO testing and ensure continued reimbursement. Review dates are closely monitored and, during the review process, NIOX provides a clinical compendium and value proposition.

A market access team is in place to implement a proactive third-party payer strategy. The Group also works closely with Key Opinion Leaders to support discussions about FeNO health outcomes with payers.

COMPLIANCE WITH HEALTHCARE REGULATIONS

The Group must comply with complex regulations regarding the marketing of its devices, which are strictly enforced. Failure by the Group (or its commercial partners) to comply with relevant legislation and regulations in the countries in which it operates may result in criminal and civil proceedings against the Group.

Mitigating activities: A comprehensive compliance program is in place, managed by the Chief Financial Officer and reports directly to the Chair of the Audit and Risk Committee. This involves developing and updating policies and procedures, working with a network of external advisers in the relevant territories to ensure local regulations are understood, and providing regular training to staff to ensure they know the regulatory requirements.

Regular internal and external audits are undertaken, which are crucial for monitoring compliance and identifying potential issues before they escalate. Thorough risk assessments, due diligence, and audits of distributors and suppliers are undertaken before contracting with them to address any gaps or weaknesses.

Products are tested for regulatory compliance prior to launch to verify they meet all necessary safety and performance standards.

42
NIOX GROUP PLC | ANNUAL REPORT & ACCOUNTS YEAR ENDED 31 DECEMBER 2025

NIOX

FOREIGN EXCHANGE FLUCTUATIONS

Foreign exchange fluctuations may adversely affect the Group's results and financial condition. The Group records its transactions and prepares its financial statements in British pound sterling, but a significant proportion of its cash flows are in United States dollars, Swedish krona, euros, and Chinese yuan.

Mitigating activities: Markets are constantly monitored, and forward purchases of foreign currencies are made when necessary to mitigate specific foreign exchange risks. The Chief Financial Officer reviews these hedged positions regularly.

STAFF RETENTION

Failure to attract, retain and develop people could lead to a lack of critical skills, knowledge and experience, which could hinder both daily operations and growth potential.

Mitigating activities: NIOX's compensation programmes are competitive and are designed to incentivise performance and staff retention. Long-term incentive plans, in the form of share options, are offered to key employees, rewarding the achievement of longer-term objectives.

Fostering career growth through training programs, clear promotion pathways, and mentorship opportunities helps employees envision a future with the Company. Employment engagement initiatives, including regular feedback, recognition programmes, and team-building activities create a supportive and inclusive workplace culture.

NIOX has a strong company culture, which plays a key role in staff retention by creating an environment where employees feel valued, supported, and aligned with the organisation's values. Our culture promotes work-life balance, personal growth, and well-being, which ensures employees feel cared for, leading to higher job satisfaction and long-term loyalty to the Company.

NIOX GROUP PLC - I - ANNUAL REPORT & ACCOUNTS-YEAR-ENDED-31 DECEMBER 2025

NIOX

CORPORATE GOVERNANCE

Board of Directors	46
Corporate governance report	50
Audit and Risk Committee report	54
Nomination Committee report	58
Remuneration Committee report	62
Directors' report	76
Statement of directors' responsibilities	78
Independent auditors' report	79

CORPORATE GOVERNANCE
Board of Directors

Ian Johnson

Chairman

Ian Johnson was appointed to the Board as Executive Chairman on 5 December 2019, and transitioned to non-executive Chairman on 14 May 2025.

Ian has spent his business career in life science and was founder and CEO of Biotrace International PLC, which was a listed company until its sale to 3M in December 2006. In addition to his current role as Non-Executive Chairman of NIOX Group plc, Ian is also Chief Executive Officer of Big Technologies plc.

Previous appointments include Executive Chairman of Bioquell PLC, non-executive Chairman of Redcentric plc, Quantum Pharma PLC, Cyprotex PLC and Celsis Group Ltd., Senior Independent Director of Clinigen plc and Non-Executive Director of Ergomed PLC. He has also served on the boards of various other public and private companies, including AIM-listed companies, Evans Analytical Group, and AOI Medical Inc.

Ian studied at Cardiff University, obtaining a B.Sc. and M.Sc. in Microbiology. He is a Chartered Biologist, a Fellow of the Royal Society of Biology and a member of the Institute of Directors.

Sarah Duncan

Chief Financial Officer

Sarah Duncan was promoted to Chief Financial Officer of NIOX on 14 May 2025.

She joined the company in 2018 as Group Finance Manager and took on the additional role of Company Secretary in November 2020.

Sarah was promoted to Group Financial Controller in April 2024, having contributed to the Group's financial management, reporting, and governance functions over several years. She brings solid experience in finance and compliance and continues to play a key role in supporting the Group's operations and strategic objectives.

She holds a BA in Business and Information Management from the University of Sheffield and is a member of the Institute of Chartered Accountants of England and Wales.

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NIOX

Jonathan Emms

Chief Executive Officer

Jonathan Emms joined NIOX as Chief Operating Officer on 2 September 2019 and became Chief Executive Officer in January 2025.

Jonathan brings significant senior-level experience of the global pharmaceutical industry to NIOX. Prior to joining the Company, he was Chief Commercial Officer for Pfizer’s Internal Medicines organisation, where he led commercial activities across the company’s global operations.

Previously, he held a number of senior positions at Pfizer, including Head of Marketing for its Global Established Pharmaceutical Business and Head of Marketing for Specialty Care, Europe, and oversaw the UK launch of Spiriva® under the company’s co-promotion agreement with Boehringer Ingelheim. He was also Country Manager in the UK, Pfizer’s largest affiliate outside the United States, where he had responsibility for manufacturing, research and commercial operations and during his tenure was elected President of the Association of the British Pharmaceutical Industry (ABPI).

Prior to his time at Pfizer, Jonathan held several roles of increasing responsibility at GSK, where he gained significant respiratory experience, including leading the UK launch of Serevent® in COPD. He holds a BSc in Materials Technology from Coventry University, UK.

Garry Watts

Senior Independent Director and Non-Executive Director

Garry Watts was appointed to the Board as a Non-Executive Director and Senior Independent Director on 2 March 2020.

Garry brings to the Company extensive Board-level experience gained in the healthcare sector. He was a non-executive member of the Board of the UK Medicines and Healthcare Regulatory Products Agency for over 15 years. He was previously Non-Executive Director of Coca Cola Europacific Partners plc, Chair of Spire Healthcare Group plc, BTG plc, and Foxtons plc, CEO of SSL International plc, Finance Director at Medeva plc and a Director of Celltech Group plc.

Garry is a Chartered Accountant and former partner at KPMG and is a fellow of the Institute of Chartered Accountants in England and Wales.

NIOX GROUP PLC. I. ANNUAL REPORT & ACCOUNTS YEAR ENDED 31 DECEMBER 2025

CORPORATE GOVERNANCE
Board of Directors

Sharon Curran

Non-Executive Director

Sharon Curran joined NIOX as an Independent Non-Executive Director on 8 February 2018.

Sharon brings to the Company extensive commercial and launch experience in pharmaceuticals and devices across Europe, US, Asia and emerging markets. Sharon has held numerous senior operational and strategic roles at Eli Lilly, Abbott and most recently as VP Global Marketing and Commercial Operations at AbbVie (US) leading their global specialty franchise and development of global commercial and launch capabilities.

She is also currently a Non-Executive Director with Norgine Pharma (Spinnaker TopCo Ltd) and Abacus Medicine A/S, Denmark.

Sharon holds an Executive MSc in Business Administration from Trinity College Dublin, BSc in Biotechnology from Dublin City University and a Diploma in Company Management from the Institute of Directors.

Robert Naylor

Non-Executive Director

Robert Naylor joined NIOX as an Independent Non-Executive Director on 1 July 2024.

Robert is Lead Fund Manager at Achilles Investment Company Limited, focused on maximising portfolio value through constructive engagement. He is a Non-Executive Director of Renalytix plc, developer of the only FDA-approved and Medicare-reimbursed prognostic test for early-stage chronic kidney disease risk assessment, Life Science REIT plc and Aquila European Renewables plc.

Previously, he served on the board of The PRS REIT plc, a FTSE 250 company managing around 5,400 family homes, whose assets were sold with the equity provided by four local authority pension schemes. He was also Chairman of Hipgnosis Songs Fund Limited, leading its sale to funds advised by Blackstone, and Chairman of Round Hill Music Royalty Fund Limited, overseeing its sale to Concord. Earlier, he was CEO and co-founder of Intuitive Investments Group plc, providing exposure to high-growth technology and life sciences businesses.

Robert began his career at Ernst & Young, qualifying as a Chartered Accountant.

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Nicholas Mills

Non-Executive Director

Nicholas Mills joined NIOX as a Non-Independent Non-Executive Director on 13 November 2020.

Nicholas joined Harwood Capital LLP in 2019 after spending 5 years at Gabelli Asset Management in New York and currently acts as a fund manager. At Gabelli, he acted primarily as a Research Analyst covering the multi-industrial space and gained experience in Merger Arbitrage strategies and marketing Closed End Funds. He has a Bachelor of Science Degree from Boston College's Carroll School of Management.

He is currently a Non-Executive Director with Hargreaves Services plc, Trifast plc and E Energy Plc.

NIOX GROUP PLC | ANNUAL REPORT & ACCOUNTS YEAR ENDED 31 DECEMBER 2025
49

CORPORATE GOVERNANCE
Corporate governance report

Dear shareholders,

On behalf of the Board, I am pleased to present NIOX's corporate governance report for the year ended 31 December 2025.

As Chairman, I oversee the adoption and implementation of the Company's corporate governance model. Upholding high corporate governance standards is vital to our business. The Board ensures the effectiveness of this framework and continuously works to enhance our standards whilst building a successful company.

Throughout the year, there have been no significant governance-related matters.

Ian Johnson
Chairman
23 March 2026

Corporate Governance Statement

Statement of Compliance with the Quoted Companies Alliance (QCA) Corporate Governance Code (the 'Code')

The revised Quoted Companies Alliance Code (2023) was adopted in the prior year. This report follows the structure of these guidelines and clarifies how the guidance has been implemented.

The Company has complied with the provisions of the Code during the year, except for the recommendation that at least half of the Board should comprise independent non-executive directors. The Board considers that its current composition remains appropriate for the size and complexity of the Group at this time. The Board keeps its composition under regular review and will continue to consider opportunities to enhance independence as the Group evolves.

1) Establish a purpose, strategy and business model which promotes long-term value for shareholders

NIOX's purpose is to improve the lives of millions of people by improving the diagnosis, monitoring and management of asthma and COPD by increasing accessibility to FeNO testing.

The Company's values are outlined in the sustainability review on page 34. The Group's strategy and business model are detailed in the strategic report on page 28.

Information about the key challenges the business faces and the measures taken to mitigate them can be found on pages 40 to 43.

2) Promote a corporate culture that is based on ethical values and behaviours

NIOX is committed to conducting business in an open, honest, fair, and ethical manner.

Promoting an ethical corporate culture is an ongoing process that requires dedication, consistency, and engagement at all levels of the organisation. By defining core values, fostering transparency, rewarding ethical behaviour, and ensuring accountability, NIOX cultivates a work environment where ethics are not just a policy but a fundamental aspect of the Company's culture. The Company's values are outlined on page 34 and are aligned with its mission and vision.

The Executive Directors review and approve key policies, which include the code of conduct, diversity and inclusion, prevention of bribery and corruption, conflicts of interest, and anti-slavery measures. These policies are essential tools that guide staff in ethical conduct by outlining expected behaviours, providing ethical decision-making guidelines, and specifying consequences for unethical actions. This framework is supported through training and regular communication. Regular reviews of the Company's policies, procedures, and practices are conducted to ensure alignment with ethical values. Our ethical framework continuously evolves in response to changing societal norms and practices, maintaining its relevance and effectiveness.

The Executive Directors encourage an environment where learning from failure is accepted. Through leading by example, the Board demonstrates ethical behaviour in their actions and decisions. They foster an open-door policy that allows employees to comfortably discuss ethical issues and concerns without fear of retribution. Employees are also provided with safe and anonymous reporting mechanisms through the Global Ethics Hotline, where they can report unethical behaviour or violations of company policies. Any instances of unethical behaviour are addressed promptly and fairly, with appropriate consequences. Employees need to understand that the organisation will take action against unethical

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NIOX

behaviour, regardless of an individual's rank or position. Ethical behaviour is recognised and rewarded through our recognition award scheme.

3) Seek to understand and meet shareholder needs and expectations

The Board encourages open communication with shareholders, enabling all parties to discuss concerns or issues freely. The Executive Directors regularly meet with institutional shareholders to foster a mutual understanding of the business' objectives. Notably, an extensive programme of meetings with analysts and institutional shareholders follows the announcement of results. Feedback from these meetings, prepared by the Company's nominated adviser and broker, is presented to the Board to ensure the Board is aware of shareholders' views.

The Directors encourage all shareholders, including private investors, to participate at the AGM. The AGM is a valuable opportunity for shareholders to meet Board members and ask questions about the proposed resolutions and the business as a whole.

4) Take into account wider stakeholder interests, including social and environmental responsibilities, and their implications for long-term success

NIOX recognises its corporate social responsibilities and the importance of maintaining effective relationships with various stakeholder groups, including employees, partners and suppliers. This is further detailed in the section 172(1) statement on page 24.

The Group aims to balance the needs of all stakeholders while focusing on the Board's primary responsibility: promoting the Group's success for the benefit of its shareholders.

NIOX is committed to considering stakeholder feedback and making amendments to working arrangements and operational plans when appropriate, provided that these changes align with the Group's longer-term strategy.

The Group takes appropriate account of any environmental impact from its activities and seeks to minimise it wherever possible. Through the various procedures and systems it operates, the Group ensures full compliance with health and safety and environmental legislation relevant to its activities. Further information can be found in the sustainability review starting on page 34.

5) Embed effective risk management, internal controls and assurance activities, considering both opportunities and threats, throughout the organisation

NIOX's principal risks are outlined in the strategic report on page 40. The Board evaluates all potential risks and ensures that internal controls are sufficiently robust to manage them. The risk management system is designed to manage risks rather than eliminate them, providing a reasonable degree of assurance against material misstatement or loss.

The Audit and Risk Committee conducts an annual review of the Group's risks and the actions taken to mitigate them. It also makes recommendations to the Board for any necessary improvements. Additionally, the Committee monitors and assesses audit independence during the corporate reporting cycle.

The Board reviews the efficacy of the control systems as required by the Code. It confirms that it has evaluated the Group's risk management and internal control systems, including financial, operational, and compliance controls, and found them to be effective.

6) Establish and maintain the Board as a well-functioning, balanced team led by the chair

Board composition: The Board currently consists of the Chairman, two Executive Directors, the Senior Independent Director, two Independent Non-Executive Directors, and a third Non-Executive Director who is the representative of a major shareholder and is not considered independent. Although the Chairman is not deemed independent due to his previous role as an Executive Director of the Company, the Board is satisfied that he continues to exercise objective judgment and foster constructive challenge in the boardroom. The Board further considers that his extensive knowledge of the business and its markets delivers significant value, and that appropriate safeguards, in the form of a strong cohort of independent Non-Executive Directors and effective committee structures, ensure balanced oversight.

According to the Code, there must be at least two independent Non-Executive Directors, and Non-Executive Directors should constitute at least half of the board. As of the date of signing this report, there are five Non-Executive Directors, including the Senior Independent Director, three of whom are considered independent. The Board has considered Robert Naylor's recent role with a subsidiary of

NIOX GROUP PLC | ANNUAL REPORT & ACCOUNTS YEAR ENDED 31 DECEMBER 2025

CORPORATE GOVERNANCE

Corporate governance report

Harwood Capital, the Company's largest shareholder, and is satisfied that he continues to be independent. Overall, the Board believes it is sufficiently independent.

The Board acknowledges that it is not fully compliant with the QCA Code recommendation that at least half of the Board be independent Non-Executive Directors. The Board considers its current composition appropriate for the size and complexity of the Group but continues to keep board composition under review and will consider changes to strengthen independence as the business evolves.

The biographies of the current members of the Board are set out on pages 46 to 49 of this report.

Director Re-election: In accordance with the Code, all Directors are subject to annual re-election at each AGM, ensuring regular accountability of the Board to shareholders.

Board support: The Board is supported by three committees: the Audit and Risk Committee, the Nomination Committee, and the Remuneration Committee. The committee members are independent and possess the necessary skills and knowledge to fulfil their duties and responsibilities effectively.

Board performance: The Board is focused on continuous improvement and assesses its performance annually, as further described in Principle 8.

Time commitment: The Chief Executive Officer and Chief Financial Officer are full-time employees and are expected to devote as much time as is necessary to perform their duties. Non-Executive Directors must dedicate sufficient time to their duties.

The Board plans to meet at least six times a year, and all directors are expected to attend. If urgent matters arise, additional meetings may be scheduled. Board meetings can take place via video conference, telephone, or in person, as deemed appropriate.

As noted in the Nomination Committee report on page 58, the Nomination Committee has specifically reviewed the Chairman's external commitments following his appointment as CEO of another listed company in May 2025 and is satisfied that he continues to dedicate sufficient time to his duties.

The table below sets out the attendance of the directors, while they were Board members, at scheduled meetings which occurred during the year to 31 December 2025.

7) Maintain appropriate governance structures and ensure that individually and collectively the directors have the necessary up-to-date experience, skills and capabilities

The directors believe that the Board is diverse and possesses sufficient expertise and a variety of complementary skills necessary for the Company to operate and develop the business effectively. This is continually monitored and adapted as the business grows.

The Board ensures that its directors possess current experience and the necessary skills and knowledge for effective decision-making. Board members continuously strive to enhance their knowledge of the industry through a combination of sector briefings, conferences, updates from management on operational, regulatory and technological developments, and advice from external advisers.

	Committee Memberships	Independent status	Board	Nomination Committee	Audit and Risk Committee	Remuneration Committee
Executive Directors
Jonathan Emms	n/a	n/a	7 (7)	-	3 (3)¹	-
Sarah Duncan²	n/a	n/a	4 (4)	-	2 (2)¹	-
Michael Roller³	n/a	n/a	4 (4)	-	1 (1)¹	1 (1)¹
Non-Executive Directors
Ian Johnson	n/a	No	7 (7)	1 (1)¹	3 (3)¹	1 (1)¹
Garry Watts	N(Chair), A, R	Yes	6 (7)	1 (2)	4 (4)	4 (4)
Sharon Curran	N, A, R(Chair)	Yes	7 (7)	2 (2)	4 (4)	4 (4)
Nicholas Mills	n/a	No	7 (7)	-	-	-
Robert Naylor	N, A(Chair), R	Yes	7 (7)	2 (2)	4 (4)	4 (4)

N = Nomination Committee
R = Remuneration Committee
A = Audit and Risk Committee
Figures in brackets represent the total number of meetings occurring during the year when the director was in office.
¹By invitation. ²From 14 May 2025, when she was promoted to Chief Financial Officer. ³Until 14 May 2025, when he retired from the Board.

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All directors receive regular and timely updates on the Group's operational and financial performance. The Company Secretary distributes relevant information to the directors ahead of meetings.

The Committees may seek external advice on significant matters; further details are available in the relevant committee reports.

8) Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement

Formal Board performance reviews are conducted once a year, and informal reviews are carried out as required. The formal review commences with the circulation of a written questionnaire prepared by the Company Secretary. This invites directors to rate and comment on the performance of the Board in several areas, including:

the conduct of Board meetings;
the standard and timeliness of information;
the balance of skills of the members of the Board;
the roles and responsibilities of individual directors; and
compliance with good corporate governance practices.

A detailed, anonymised analysis of these responses is then prepared by the Company Secretary and reviewed and discussed by the Board. Responses are then debated, and any actions required are agreed upon.

The most recent Board review concluded that the Board was operating effectively. The survey identified a bias in the Non-Executive Directors' experience of pharmaceuticals rather than diagnostic devices. The Board agreed that this would inform future decisions as Non-Executive Directors retire from the Board.

The Board assesses annually whether an externally facilitated review is required. Given the positive results of the recent review and the Company's size, it was concluded that this is not currently necessary.

The Nomination Committee continues to focus on succession planning at both the board and executive levels, assessing skills gaps to ensure a diverse mix of skills and experience and to prevent any one individual from becoming indispensable. For further details, please refer to the Nomination Committee report on page 58.

9) Establish a remuneration policy which is supportive of long-term value creation and the company's purpose, strategy and culture

NIOX's remuneration policy promotes long-term value creation and aligns with the Company's purpose and strategy. It connects employee performance to long-term objectives through incentives such as share options that vest over several years, focusing on sustainable growth. Multi-year metrics linked to strategic goals, such as market growth and innovation, ensure that employees understand how their efforts contribute to the Company's success.

The policy includes non-monetary rewards, such as career development opportunities, to foster a balanced approach. Team-based incentives encourage collaboration, while fairness in compensation supports diversity and inclusion, creating a motivating environment. The policy is flexible and regularly reviewed for relevance, incorporating feedback for continuous improvement. Promoting competitive yet responsible compensation practices motivates employees towards the Company's long-term success while ensuring financial stability.

In line with the Code, the Company provides shareholders with an advisory vote on the Directors' remuneration policy, ensuring alignment between executive remuneration and shareholder interests.

For more details, please refer to the remuneration report on pages 62 to 75.

10) Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders

The Company keeps stakeholders informed about its progress throughout the year through announcements on the Regulatory News Service and more detailed information in its interim financial statements and annual report. The results of shareholder votes are also published on the Company's website.

As noted in Principle 3, the Executive Directors regularly meet with institutional shareholders to enhance mutual understanding of the Group's trading performance, governance, and corporate culture.

Important sustainability issues are communicated to key stakeholders through our sustainability review, which can be found on page 34.

NIOX GROUP PLC | ANNUAL REPORT & ACCOUNTS YEAR ENDED 31 DECEMBER 2025

CORPORATE GOVERNANCE

Audit and Risk Committee report

Dear shareholders,

On behalf of the Board, I am pleased to present the Audit and Risk Committee report for the year ended 31 December 2025.

The Audit and Risk Committee's (the Committee's) primary role is to support the Board in fulfilling its responsibilities for ensuring the integrity of the Group's financial reporting, the effectiveness of internal controls and risk management systems, and the independence and performance of the external auditor.

The Committee worked closely with management and the external auditor, receiving open and constructive reports and challenge throughout the year. We are satisfied that appropriate processes are in place to identify, assess, and manage the principal risks facing the Group, and that the financial statements, taken as a whole, are fair, balanced, and understandable.

The Committee remains committed to maintaining high standards of governance and transparency, supporting the long-term success and sustainability of NIOX.

As a company listed on AIM, we are guided by the QCA's Audit Committee Guide. This report outlines how the Committee has fulfilled its responsibilities under the Quoted Companies Alliance Code (the "Code") during the year.

Robert Naylor

Chair of the Audit and Risk Committee

23 March 2026

Responsibilities

The primary responsibilities of the Committee, in accordance with its terms of reference, include the following:

Ensuring the integrity of financial statements and related announcements.
Evaluating the need for an internal audit function.
Assessing the independence, objectivity, and effectiveness of the external auditor, considering relevant regulatory requirements and the provision of any non-audit services.
Recommending the appointment or removal of external auditors and approving their remuneration and terms of engagement.
Reviewing the effectiveness of internal financial controls and risk management systems.
Overseeing the ESG strategy, including the management of ESG risks and opportunity identification.

If necessary, the Committee may engage external accounting and legal advisers to assist it with its work.

The Committee conducts an annual review of its terms of reference and effectiveness and makes recommendations to the Board on any required changes. The terms of reference are available on the Company's website.

Membership

The names of the members of the Committee, their dates of appointment, and the number of meetings attended during the year are set out in the table below:

Member	Date appointed	Meetings attended (held)
R Naylor
(Chair of the Committee)	1 July 2024	4 (4)
S Curran	30 May 2018	4 (4)
G Watts	2 March 2020	4 (4)

The Company Secretary ensures that the Committee receives timely, high-quality information to enable it to fulfil its responsibilities effectively. Committee members can consult the Company Secretary, who attends and records all meetings.

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NIOX®

The Chief Executive Officer and Chief Financial Officer may be invited to attend meetings where this may assist the Committee's understanding of the business, financial performance, internal controls, risk management, and other matters under its oversight.

The external auditor attends meetings as needed to discuss the planning and findings of their work. They meet with the Audit and Risk Committee members at least once a year, without any Executive team members present.

The Board believes the Committee members are independent and have the skills needed to fulfil their responsibilities effectively.

Robert Naylor, Chair of the Audit and Risk Committee, is a Chartered Accountant and a member of the Institute of Chartered Accountants in England and Wales. The Board believes his recent experience enables him to understand business risks, challenge the Company's financial performance, and provide valuable recommendations to the Board.

Matters considered

A summary of the matters considered by the Committee since the last financial statements is presented in the table below and explained in further detail in the subsequent text:

Area of focus	Activities undertaken by the Committee
Financial statements and narrative reporting	• Reviewed the interim and full-year financial statements along with the narrative reporting, ensuring the reports are fair, balanced, and understandable.
• Reviewed the external auditors' report for the full-year results.
• Reviewed significant accounting matters, including judgements and estimates (see overleaf).
• Evaluated anticipated changes in accounting standards and their impact.
• Reviewed the going concern basis of preparation of the financial statements.
External auditors	• Evaluated the external auditor's performance, independence, and objectivity; held a meeting with the external auditor without management to discuss potential areas of concern and evaluated the effectiveness of the audit process.
• Reviewed the external auditors' compliance with ethical and professional guidelines regarding independence, including audit partner rotation.
• Recommended to the Board the reappointment of the external auditors.
• Reviewed and approved the audit plan.
• Consideration and approval of non-audit services.
Risk management and internal control	• Reviewed the Group's risk management and Group risk register.
• Reviewed the Group's principal risks as reported on page 40.
• Reviewed internal controls and the whistleblowing policy.
• Reviewed compliance activities.
Environmental, Social and Governance ("ESG")	• Ensured the Company complied with relevant ESG regulatory and governance requirements.
• Reviewed and made recommendations to the Remuneration Committee regarding appropriate ESG-related performance objectives for Executive Directors.
• Assessed the outcomes of ESG-related performance objectives as at the end of the reporting period.

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CORPORATE GOVERNANCE
Audit and Risk Committee report

Significant accounting matters

The Committee has identified and considered the following key areas of risk and critical accounting estimates related to the business activities and financial statements of the Group:

Recoverability of deferred tax assets for carried-forward tax losses; and
Recoverability of investments in subsidiaries and intercompany receivables.

Recoverability of deferred tax assets for carried-forward tax losses

The deferred tax asset includes an amount of £15.5 million (2024: £17.8 million) relating to carried-forward tax losses of NIOX AB (previously known as Circassia AB and Aerocrine AB). These losses were incurred before NIOX Group plc acquired the company.

Management believes the deferred tax asset is recoverable based on estimated future taxable income derived from the subsidiary's approved business plans and budgets. Since 2017, the subsidiary has generated taxable income and is expected to continue doing so for at least the next five years. The losses can be carried forward indefinitely and have no expiry date.

Recoverability of investments in subsidiaries and intercompany receivables

In compliance with IAS 36 (Impairment of Assets), the carrying value of each investment held by NIOX Group plc in its subsidiaries was tested for impairment.

The Directors concluded that no change was required in the investment provision. Further details can be found in note 25 of the financial statements.

In accordance with IFRS 9, the carrying value of intercompany receivable balances owed to NIOX Group plc by its subsidiaries was assessed by measuring expected credit losses using a range of probability-weighted scenarios for recoverability.

The Directors concluded that no provision was required as the most recent forecasts showed that all intercompany balances are recoverable. Further details can be found in notes 14 and 35 of the financial statements.

Risk management and internal controls

The Board is responsible for overseeing the Group's risk management and internal control systems and has delegated oversight to the Committee.

Once a year, the Committee reviews the risk management framework and evaluates its effectiveness. It conducts a thorough assessment of the principal risks faced by the Group and examines how these risks are managed and mitigated. The Committee determines what constitutes an acceptable level of risk in key areas and identifies the best strategies to mitigate those risks, while considering cost and time constraints. The risk and risk management report can be found on page 40.

During the year, the Committee also considered the implications of the Economic Crime and Corporate Transparency Act, which came into force in 2025. In response, the Committee oversaw enhancements to the Group's fraud risk assessment, reviewed existing internal controls relevant to fraud prevention and detection, and confirmed that management's control environment remains appropriate and proportionate to the Group's size and complexity. The Committee will continue to monitor developments in guidance and best practice arising from the Act and ensure that the Group's framework remains aligned with regulatory expectations.

Whistleblowing

A whistleblowing procedure is in place to assist in detecting and preventing fraud, allowing employees to raise concerns via a confidential helpline. This procedure is outlined in our Code of Conduct.

Reports can be submitted via an online tool or a third-party provider's telephone helpline. The Committee has reviewed these arrangements and believes they enable thorough and independent investigation of concerns, with appropriate follow-up actions. Employees may also raise concerns directly with the Chief Compliance Officer (the CFO) or the Chair of the Audit and Risk Committee.

Anti-corruption and anti-bribery

The Group has an anti-corruption and anti-bribery policy, which has been communicated to all staff. This policy ensures compliance with the UK Bribery Act 2010, the US Foreign Corrupt Practices Act and other significant anti-corruption legislation. The policy extends to carrying out due diligence on new key business partners who are judged to be acting on behalf of the Group in high-risk areas.

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Internal audit

The Committee reconsidered the necessity of an internal audit function and concluded that, given the scale of operations, it is not required at this time.

Internal assurance is provided through thorough monthly management account reviews and periodic reviews of overseas accounting functions. This process does not impact the work of the external auditors.

The Board accepted this recommendation.

External auditor

Effectiveness

The Committee reviews the effectiveness of the external audit process annually, assessing the auditors' independence, qualifications, capabilities, and remuneration. No issues affecting effectiveness were identified during the financial year or up to the date of this report.

After the audit for the year ended 31 December 2024, the Committee evaluated RSM's performance by examining the robustness of the audit process, the quality of reporting, the professionalism of the auditors, and the quality of interactions with them.

Independence

RSM are engaged to express their opinion on the Group's and the Company's financial statements.

The Committee reviews the independence and objectivity of the external auditors, who annually confirm their independence.

To ensure that the external auditors' independence or objectivity is not impaired, a formal process exists to approve the engagement of the auditors for non-audit work. During the year, the external auditor provided certain non-audit services, relating to the provision of signed statements required under Swedish regulations for a cash repatriation scheme for NIOX AB. The Committee reviewed and approved these services in advance, ensuring they were consistent with the statutory and regulatory framework and did not impair the auditor's objectivity. The fees paid are detailed in note 32 of the financial statements.

In summary, the Committee confirms that the Group received an independent audit service for the year ending 31 December 2025 and for the period up to the date of this report.

Audit partner rotation

RSM adheres to a rotation policy that aligns with the Financial Reporting Council's ethical standards. According to this policy, the audit partner is rotated every five years. Andrew Williams is the current audit partner, having been appointed for the year ending 31 December 2023. He will not be due for rotation until after the completion of the audit for the year ending 31 December 2027.

Tendering

The Committee keeps under review the need to tender the external audit, considering applicable UK regulatory requirements, audit tenure, and good governance practice. RSM were appointed on 21 July 2022 following a competitive tender process, and a further tender is expected to be conducted at appropriate intervals, typically within a 10-year period.

Environmental, social and governance ("ESG")

The primary role of the Committee in relation to ESG is to review the Company's overall ESG vision, including climate change, and to ensure that these priorities are integrated into the Company's overall strategy, thereby attracting the necessary resources and investments.

NIOX remains committed to sustainability and responsible business practices. Throughout the year, we have pursued initiatives to minimise our environmental footprint, foster positive social impact, and uphold the highest standards of corporate governance. The Committee believes that by conducting our business responsibly, we can reduce our negative impacts whilst enhancing our positive contributions, ultimately promoting the sustainability of our business for the longer term.

Our dedication to sustainable practices is reflected in our comprehensive strategies. We introduced measurable KPIs in 2024 and recommended to the Remuneration Committee that appropriate ESG KPIs be linked to the performance criteria for executive bonuses.

In line with our ESG objectives, we have implemented innovative sustainability measures across our operations, which include reducing carbon emissions, conserving resources, and promoting eco-friendly practices.

Further detail can be found in the sustainability review section of this report on pages 34 to 39.

Robert Naylor

Chair of the Audit and Risk Committee

23 March 2026

NIOX GROUP PLC | ANNUAL REPORT & ACCOUNTS YEAR ENDED 31 DECEMBER 2025

CORPORATE GOVERNANCE
Nomination Committee report

Dear shareholders,

On behalf of the Board, I am pleased to present the Nomination Committee report for the year ended 31 December 2025.

The role of the Nomination Committee (the "Committee") is to keep the structure, size and composition of the Board and its committees under review. Our primary objective is to align the skills, knowledge and experience of directors with NIOX's strategy to optimise Board performance, manage risk effectively and foster innovation in the business.

This has been a year of significant and carefully managed leadership transition for NIOX, and I am pleased to report that these changes have been implemented smoothly and in line with our commitment to strong governance and robust succession planning.

During the year, the Committee oversaw the successful transition of Ian Johnson from Executive Chairman to Non-Executive Chairman, strengthening the separation between leadership and oversight while retaining his valuable strategic insight.

We also supported the promotion of Jonathan Emms to Chief Executive Officer, recognising the exceptional leadership he has demonstrated in his previous role. In addition, the Committee approved the appointment of Sarah Duncan as Chief Financial Officer, following the planned retirement of the previous CFO. All three transitions have been positive for the business, with each leader settling confidently into their new responsibilities and contributing to the Company's continued strategic momentum.

Looking ahead, the Committee remains focused on ensuring the Company maintains a strong and sustainable leadership pipeline. We will continue to prioritise effective succession planning, leadership development, and governance best practice as NIOX progresses through its next phase of growth.

Garry Watts
Chair of the Nomination Committee
23 March 2026

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NIOX

Responsibilities

The Committee is responsible for considering the composition and effectiveness of the Board as a whole and for making recommendations, as appropriate, to ensure that the Group can perform effectively now and in the future. The Committee also plans for the orderly succession of directors to the Board and recommends to the Board the membership and chairmanship of the Audit and Risk Committee and the Remuneration Committee.

The full terms of reference for the Nomination Committee are available on the website.

Membership

The names of the members of the Committee, their dates of appointment and the number of meetings attended during the year are set out in the table below:

Member	Date appointed	Meetings attended (held)
G Watts
(Chair of the Committee)¹	2 March 2020	1 (2)²
S Curran	5 December 2019	2 (2)
R Naylor	1 July 2024	2 (2)

¹ Mr Garry Watts was appointed as Chair of the Committee on 17 June 2020.
² The meeting held on 15 January 2025 was chaired by Mr Robert Naylor, who acted as Chair of the Committee in the absence of Mr Garry Watts.

Members of the Committee have access to the Company Secretary, who attends and minutes all meetings. The Company Secretary is responsible for ensuring the committee receives high-quality, timely information to enable the Committee to discharge its duties effectively.

The Chief Executive Officer and Chief Financial Officer may be invited to attend meetings where this may assist the Committee in fulfilling its responsibilities and support discussions around succession planning and recruitment processes.

The Committee is empowered to obtain external professional advice to assist in the performance of its duties. However, during the year, the Committee did not require any external services.

Primary responsibilities

In accordance with its terms of reference, the Nomination Committee's primary responsibilities include:

Leading the process for Board appointments and making recommendations to the Board.
Regularly reviewing the Board structure, size and composition (including skills, knowledge, independence, experience and diversity) and making recommendations for further recruitment to the Board or proposing changes to the existing Board.
Considering plans for orderly succession for appointments to the Board and to senior management to maintain an appropriate balance of skills and experience within the Company and to ensure progressive refreshment of the Board.
Keeping under review the leadership needs of the Group, both executive and non-executive, to ensure the organisation competes efficiently in the marketplace.
Being responsible for identifying and nominating, for the approval of the Board, candidates to fill Board vacancies as and when they arise.

NIOX GROUP PLC | ANNUAL REPORT & ACCOUNTS YEAR ENDED 31 DECEMBER 2025

CORPORATE GOVERNANCE
Nomination Committee report

Committee activities during the year

The principal activities during the year were:

Leadership succession:

The Nomination Committee met in January 2025 to review key senior leadership succession proposals. The Committee considered and unanimously supported the transition of Ian Johnson from Executive Chairman to Non-Executive Chairman, effective 14 May 2025, noting that the change aligns with best-practice governance. It also endorsed the promotion of Chief Operating Officer Jonathan Emms to Chief Executive Officer with immediate effect, recognising his strong leadership and operational performance.

In addition, the Committee approved the appointment of Group Financial Controller Sarah Duncan as Chief Financial Officer, effective 14 May 2025, following the planned retirement of the then-CFO, Michael Roller, and confirmed that the appointment supports the Company's long-term leadership development strategy.

The Committee recommend all proposed appointments to the Board for approval.

Company Secretary appointment:

During the year, the Nomination Committee considered the succession arrangements for the Company Secretary role following the promotion of Sarah Duncan to Chief Financial Officer. The Committee recommended the appointment of Rebecca Clayton-Wherity as Company Secretary, reflecting her experience, continuity within the Group and the need to ensure the ongoing effectiveness of the Board's governance and compliance framework. The Board approved this recommendation and Rebecca Clayton-Wherity was appointed from 14 May 2025.

Performance review:

The effectiveness of the Board and its committees was reviewed as part of the Board's performance review process, which was carried out during the final quarter of the year under review. This review concluded that the Board and its committees were operating effectively.

Chairman's external commitments:

The Committee recognises the importance of ensuring that each director is able to commit sufficient time to their role. In May 2025 our Chairman, Ian Johnson, was appointed Chief Executive Officer of Big Technologies plc, which is also listed on the London Stock Exchange. The Committee carefully considered the implications of this additional responsibility at the time of appointment and has continued to monitor it throughout the year.

Following that review, the Committee is satisfied that the Chairman's new role has not impaired, and does not impair, his ability to discharge his duties to NIOX. The Chairman has continued to demonstrate strong availability, effective leadership of the Board, and full engagement at all scheduled and ad-hoc meetings. He maintains regular contact with the CEO and the Non-Executive Directors between meetings, ensuring consistent oversight and timely decision-making.

The Committee will continue to keep the Chairman's external commitments under review as part of the annual Board effectiveness evaluation to ensure that his time commitment remains appropriate for the needs of the Company.

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NIOX GROUP PLC | ANNUAL REPORT & ACCOUNTS YEAR ENDED 31 DECEMBER 2025

NIOX®

Reviewing independence:

During the year, Robert Naylor became an employee of a subsidiary of Harwood Capital and assumed day-to-day responsibility for the Achilles Investment Company, in which Harwood Capital is actively involved. Harwood Capital is also the Company's largest shareholder.

The Committee has carefully considered whether these developments affect Mr Naylor's independence. After assessment, the Committee concluded that he continues to be independent for the purposes of the QCA Corporate Governance Code. In reaching this conclusion, the Committee considered that Mr Naylor does not represent Harwood Capital on the Board, is not involved in Harwood's decision-making in relation to its shareholding in the Company, and continues to demonstrate objective judgment, constructive challenge and independent oversight in all Board and committee matters.

The Committee will keep this assessment under review and remains satisfied that Mr Naylor's experience and perspective contribute meaningfully to maintaining a balanced and effective Board.

Reviewing Board composition:

The Committee met during the period to discuss the Board's size and composition. The Committee considers that there is an appropriate balance between Executive and Non-Executive Directors on the Board. Following its deliberations, the Nomination Committee concluded that the Board's composition was adequate for the Company's current status.

The Committee keeps the Board's composition under review to ensure it provides a sufficiently wide range of skills and experience to enable it to pursue its strategic goals and address anticipated issues in the foreseeable future. This process includes reviewing the mix of skills, sector experience and financial, public markets and international experience.

Succession planning:

The Committee actively oversaw the leadership transition process. This included comprehensive planning and in-depth discussions to define the critical skills, experience, and strategic perspective needed for each role. The Committee also reviewed succession plans, evaluated potential internal candidates, and explored external candidates to facilitate a seamless transition aligned with the Company's long-term objectives.

NIOX GROUP PLC | ANNUAL REPORT & ACCOUNTS YEAR ENDED 31 DECEMBER 2025

CORPORATE GOVERNANCE
Remuneration Committee report

Dear shareholders,

On behalf of the Board, I am pleased to present the Remuneration Committee report for the year ending 31 December 2025.

The Remuneration Committee (the "Committee") is responsible for establishing a remuneration policy that attracts and retains high-calibre individuals. Our policies ensure that Executive Directors' compensation is appropriate based on performance, the scale of their responsibilities, and experience. The aim is to reward Executive Directors for delivering shareholder value, assessed against clear and demanding criteria. It aligns with NIOX's vision, strategy, risk appetite, culture, and philosophy.

This has been a year of significant leadership transition for NIOX, and the Committee has played a key role in ensuring that executive remuneration arrangements reflect both the changes in leadership and the Company's long-term strategic goals. During the year, the Committee reviewed and approved the remuneration packages for Ian Johnson on his transition from Executive Chairman to Non-Executive Chairman, Jonathan Emms on his promotion to Chief Executive Officer, and Sarah Duncan on her appointment as Chief Financial Officer. In each case, the Committee ensured that remuneration arrangements were fair, competitive, and aligned with the Company's performance objectives, providing appropriate incentives while supporting sustainable growth.

As an AIM-listed company, we are not required to produce a comprehensive annual remuneration report or to submit a remuneration policy to a binding vote; however, in line with the updated QCA Corporate Governance Code, the Committee will put the annual remuneration report to an advisory shareholder vote at the forthcoming Annual General Meeting (AGM). Furthermore, the Company's remuneration policy itself will also be subject to an advisory shareholder vote, in accordance with the Code's guidance.

Looking ahead, the Committee will continue to prioritise alignment between executive pay and the delivery of strategic objectives, ensuring that remuneration structures support both the retention of key talent and the creation of long-term shareholder value.

The Committee has engaged with major shareholders following the 2024 AGM vote and has taken their feedback into account in enhancing disclosure and governance transparency in this report. We will continue to engage with shareholders regarding any remuneration changes to ensure transparency and that our remuneration practices align with best corporate governance practices.

Finally, I would like to thank our shareholders for their continued support.

Sharon Curran
Chair of the Remuneration Committee
23 March 2026

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NIOX GROUP PLC | ANNUAL REPORT & ACCOUNTS YEAR ENDED 31 DECEMBER 2025

NIOX

Remuneration policy

Policy report

The following report sets out the directors' remuneration policy. The policy is subject to an advisory shareholder vote, and it was approved at the AGM on 14 May 2025. It is expected to remain in force until the 2026 AGM.

Remuneration philosophy

The principles of the directors' remuneration policy were developed in line with the provisions of the Code, and they include the following key points:

Remuneration should be clear and simple and support the execution of the strategy and long-term decision-making. The goal is to create value for shareholders while adhering to good corporate governance and reflecting best practices.
Remuneration should contain a performance-related component. Bonus award levels are capped, with payouts linked to performance against measures tied to our strategy. We set challenging yet fair targets to ensure that potential rewards clearly reflect the performance achieved. The Committee retains discretion to adjust payouts if performance does not align with expectations.
Pay levels should be competitive and fair, considering both external market levels and internal practices. This ensures our remuneration remains attractive compared to that of other companies competing for talented individuals.
Variable incentive plans are reviewed annually to ensure they operate within an acceptable risk profile and do not inadvertently encourage any economic, social or governance issues.
Malus and clawback provisions should be in place to create alignment with shareholders and to mitigate reputational and other risks.

Malus and clawback provisions

Malus and clawback provisions are in place to ensure that executives do not benefit from short-term performance at the expense of long-term company health, or to address situations in which bonuses were awarded based on incorrect or misstated performance. These provisions may be used in the following circumstances:

material error in the information on which the size of awards or the extent of achievement of performance conditions was based;
material corporate failure;
material risk management failure;
serious reputational damage or material loss caused by the participant's actions; and
material contravention by the participant of a company's ethics and values.

A 2-year malus and clawback period is in place to align executive performance with long-term shareholder value, providing sufficient time to assess the sustainability of decisions and mitigate potential risks from short-term actions.

The malus and clawback provisions have not been used to date.

Remuneration policy

Non-Executive Directors' Fees

Fees for Non-Executive Directors are set to attract and retain qualified individuals while controlling costs. The fees are set based on the time commitment required to fulfil the role and typical practice at similar-sized companies.

The compensation structure includes a basic fee for board membership, plus additional fees for the roles of Chair of a Committee and Senior Independent Director, reflecting the extra responsibilities and time commitment.

Non-Executive Directors do not receive additional benefits, are not eligible for the pension scheme, and do not receive compensation on termination of office, which may be without notice from the Company. They cannot participate in any of the Company's share plans.

Executive Directors' Remuneration

As detailed in the table on the following page, each Executive Director's total remuneration consists of a base salary, benefits, an annual bonus, long-term incentive awards made under the Performance Share Plan (the "PSP"), and a pension.

NIOX GROUP PLC | ANNUAL REPORT & ACCOUNTS YEAR ENDED 31 DECEMBER 2025

CORPORATE GOVERNANCE

Remuneration Committee report

Remuneration policy
	Base salary	Benefits
Purpose and link to strategy	Provides fixed remuneration aligned with market rates, reflecting the role's responsibilities and the individual's experience. This is essential for attracting and retaining high-calibre executives.	Offers market-competitive, cost-effective employment benefits to attract and retain key executives.
Operation	Set around mid-market levels and reviewed annually with consideration given to:
• Role, experience, and individual performance.
• Pay awards in other areas of the Group.
• Salary levels at other UK-listed companies with similar market capitalisation and operations.
• General economic environment and performance of the business.
Any salary increases are typically effective from 1 January.	Executive Directors currently receive the following benefits:
• Private medical insurance.
• Life insurance.
• Annual leave.
The Committee may introduce additional benefits if deemed appropriate based on personal circumstances (e.g. relocation costs).
Maximum potential value	There is no formal maximum salary level or increase; however, Executive Director increases typically align with those of the general employee population.
The Committee retains discretion to award salary increases above this standard when warranted by performance, changes in responsibilities, or significant increases in the role's scale or complexity.	There is no formal maximum limit, as the value of insured benefits fluctuates year to year depending on costs from third-party providers.
The maximum potential value is defined as the cost to the company to provide these benefits.
Performance metrics	None.	None.

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NIOX GROUP PLC | ANNUAL REPORT & ACCOUNTS YEAR ENDED 21 DECEMBER 2025

NIOX

Annual bonus	Long-Term Incentive Awards	Pension
Rewards the achievement of annual financial and key business strategy objectives. Malus and clawback provisions discourage excessive risk-taking and a short-term focus, thereby aligning the interests of executives and shareholders.	Aligns management's interests with shareholders.
Helps enhance the retention of staff.
Recognises achievement of longer-term business objectives and sustained superior shareholder value creation.	Provides a competitive, cost-effective level of retirement provision, aiding retention.
Bonus targets are set annually in line with the Group's corporate objectives. The objectives are reviewed each year by the Committee in consultation with the Executive Directors.
The bonus payable is determined by the Committee after year-end, based on target achievement, and is paid upon approval of the financial statements.
Malus and clawback provisions apply.	Conditional awards are granted annually under the Performance Share Plan. The awards vest upon achievement of certain performance conditions, which have been approved by the Board, and are achieved over a period of at least three years.
Awards have an additional holding period of two years, other than for the sale of shares to satisfy any tax liability created on exercise.
Performance targets are set at the start of each performance period. Performance is calculated at the end of the performance period on a straight-line sliding scale.
Dividend equivalents on shares that are released may be paid.
Malus and clawback provisions apply.	Up to 10% of salary is provided to Executive Directors either as a cash allowance in lieu of a pension or as a contribution to a personal pension plan (or a combination of both).
The maximum payable for all Executive Directors is 100% of salary, with:
• 25% of salary payable at "Threshold"
• 50% of salary payable at "Target"
• 100% of salary payable at "Over-performance"
This is designed to encourage above-target growth.
Bonus performance is calculated on a straight-line sliding scale.	The maximum annual award for the Executive Directors is 150% of their salary.
The Committee may make an award of up to 300% of an individual's salary in exceptional circumstances (for example, if necessary to recruit an additional Executive Director).
The Committee has the discretion to adjust upwards or downwards to ensure the value of vested awards is consistent with the business's underlying performance.
Awards vest subject to performance and vest as follows: 33% at "Threshold", 66% at "Target" and 100% at "Over-performance". Shares vest three years from the grant date, with a two-year holding period, other than for the sale of shares to satisfy any tax liability arising on exercise.
Any other proposed awards are to be notified to the Committee for consideration.	The maximum contribution, cash supplement (or combination thereof) payable by the Company is 10% of salary.
The Board sets the corporate objectives at the start of the year.	Performance metrics are issued by the Committee at the time the awards are granted.	None.

NIOX GROUP PLC | ANNUAL REPORT & ACCOUNTS YEAR ENDED 31 DECEMBER 2025

CORPORATE GOVERNANCE
Remuneration Committee report

Annual remuneration report

The following section sets out the annual remuneration report for the year ended 31 December 2025, detailing the remuneration outcomes for the Executive Directors for that year, in accordance with the remuneration policy applicable to that year. This report is subject to an advisory shareholder vote at the AGM on 21 May 2026.

Members of the Remuneration Committee

The names of the members of the Committee, their dates of appointment, and the number of meetings attended during the year are set out in the table below:

Member	Date appointed	Meetings attended (held)
S Curran
(Chair of the Committee)¹	30 May 2018	4 (4)
G Watts	2 March 2020	4 (4)
R Naylor	1 July 2024	4 (4)

¹ Ms Sharon Curran was appointed as Chair of the Committee on 4 February 2019.

To enable the Committee to fulfil its responsibilities effectively, the Company Secretary ensures the Committee receives timely, high-quality information. Committee members can consult the Company Secretary, who attends and records all meetings.

The Board believes the Committee members are independent and have the skills needed to fulfil their responsibilities effectively.

No director participates in discussions about his or her own remuneration.

No external advisers have been used to materially assist the Committee in making its decisions.

The Committee conducts an annual review of its terms of reference as well as its performance and makes recommendations to the Board on any required changes. The terms of reference are available on the Company's website.

Single total figure of remuneration for each director

The table opposite shows the remuneration for each person who has served as a director of NIOX Group plc at any time during the year:

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NIOX GROUP PLC | ANNUAL REPORT & ACCOUNTS YEAR ENDED 31 DECEMBER 2025

NIOX®

Year ended31 December 2025	Salaryand fees	Pensionrelatedbenefits¹	Taxablebenefits²	Total fixedremuneration	Bonus³	Long-termincentives⁴	Total variableremuneration	Total
	£'000	£'000	£'000	£'000	£'000	£'000	£'000	£'000
Executive Directors
Ian Johnson⁵	114	11	-	125	104	930	1,034	1,159
Jonathan Emms⁶	397	40	5	442	364	823	1,187	1,629
Sarah Duncan⁷	104	10	-	114	96	-	96	210
Michael Roller⁸,⁹	63	5	2	70	49	712	761	831
Non-Executive Directors
Ian Johnson⁵	128	-	-	128	-	-	-	128
Sharon Curran	70	-	-	70	-	-	-	70
Garry Watts	74	-	-	74	-	-	-	74
Nicholas Mills	47	-	-	47	-	-	-	47
Robert Naylor	67	-	-	67	-	-	-	67
Total	1,064	66	7	1,137	613	2,465	3,078	4,215

Cash payment in lieu of a pension contribution, applicable for all directors apart from Ms Sarah Duncan.
Taxable benefits include private health insurance and life assurance.
$^{\text{II}}$ Relates to the bonus achieved for the 2025 financial year, which will be paid after the approval of this annual report.
The amount shown relates to the gain, being the market value on the date of vesting, less exercise price, on share option awards that vested during the year.

Relates to remuneration received as Executive Chairman until 14 May 2025 and as a non-executive Chairman from then onwards.
Relates to remuneration received as Chief Operating Officer until 15 January 2025 and as Chief Executive Officer from then onwards.
From 14 May 2025, when Ms Sarah Duncan was promoted to Chief Financial Officer.
$^{\text{III}}$ Until 14 May 2025, when Mr Michael Roller retired from the Board.
Including one-off payments of £10,000 relating to unused holiday allowance upon retirement.

Year ended31 December 2024	Salaryand fees	Pensionrelatedbenefits¹	Taxablebenefits²	Total fixedremuneration	Bonus³	Long-termincentives⁴	Total variableremuneration	Total
	£'000	£'000	£'000	£'000	£'000	£'000	£'000	£'000
Executive Directors
Ian Johnson	309	31	-	340	295	216	511	851
Michael Roller⁵	175	18	3	196	161	173	334	530
Jonathan Emms	309	31	3	343	295	222	517	860
Non-Executive Directors
Jo LeCouilliard⁶	27	-	-	27	-	-	-	27
Sharon Curran	70	-	-	70	-	-	-	70
Garry Watts	74	-	-	74	-	-	-	74
Nicholas Mills	47	-	-	47	-	-	-	47
Robert Naylor⁷	34	-	-	34	-	-	-	34
Total	1,045	80	6	1,131	751	611	1,362	2,493

Cash payment in lieu of a pension contribution.
Taxable benefits include private health insurance and life assurance.
$^{\text{II}}$ Relates to the bonus achieved for the 2024 financial year, which will be paid after the approval of this annual report.
The amount shown relates to the gain, being the market value on the date of vesting, less exercise price, on share option awards that vested during the year.

Mr Michael Roller reduced his time commitment to the Group to three days per week with effect from 1 April 2024.
$^{\text{II}}$ Until 22 May 2024, when Ms Jo LeCouillard resigned from the Board.
From 1 July 2024, when Mr Robert Naylor joined the Board.

NIOX GROUP PLC | ANNUAL REPORT & ACCOUNTS YEAR ENDED 31 DECEMBER 2025

CORPORATE GOVERNANCE

Remuneration Committee report

Annual bonus for the year

The Committee set the annual bonus performance objectives in the previous year. At the beginning of the year following the bonus year, the Committee assesses the extent to which these objectives have been achieved and determines the proportion of the bonus to be awarded. The bonus is calculated on base salary. For the year ended 31 December 2025, Executive Directors can earn bonuses of up to 100% of their base salary, which is payable only for "Over-Performance" which means that performance targets have been exceeded.

The Audit and Risk Committee recommended that the ESG target for 2025 be the introduction of the "Go Greener" initiative in one major European market. The Committee approved the inclusion of this ESG target in the bonus framework for Executive Directors in 2025.

The bonus achievement for the Executive Directors is as follows:

	Bonus pay-out achievable
		Threshold (£m)	On target (£m)	Over-performance (£m)	Actual performance (£m)	Bonus achieved %
Corporate objectives	Weighting	25%	50%	100%
Objective 1: Revenue¹	70%	43.3	45.6	48.8	48.1	62.4%
Objective 2: Adjusted EBITDA	20%	14.9	15.7	16.8	16.7	19.5%
Objective 3: ESG (Go Greener)²	10%	n/a	n/a	n/a	Implemented	10.0%
						91.9%

¹ Retranslated at constant exchange rates
² Further details can be found in the sustainability report on page 34.

The bonus will be paid following the date of approval of this annual report.

Scheme interests awarded to directors during the financial year

The PSP awards granted to directors during the financial year are subject to performance conditions measured over the three-year performance period ending 31 December 2027.

Vesting of the awards is based on two metrics designed to align executive incentives with shareholder value creation and sustainable revenue growth. 60% of the award is subject to Absolute Total Shareholder Return ("TSR") performance, and 40% is subject to compound annual growth in NIOX sales over the performance period.

Plan	Type of award	Share price at date of grant (pence)	Number of shares over which award was granted	% of shares granted that vest at threshold performance	Face value of the award/ £'000
J Emms
PSP	Nominal cost option	65.00	884,956	33.00%	575
S Duncan
PSP	Nominal cost option	65.00	365,044	33.00%	237

¹ Calculated as the number of shares over which the award was granted, multiplied by the share price at the grant date.

NIOX GROUP PLC | ANNUAL REPORT & ACCOUNTS YEAR ENDED 31 DECEMBER 2025

NIOX®

For the TSR element, 33.33% of the tranche vests at 26% TSR growth, increasing on a straight-line basis to 66.67% vesting at 39% growth and 100% vesting at 60% growth over the performance period. For the sales growth element, 33.33% of the tranche vests at 9% CAGR in NIOX sales, increasing on a straight-line basis to 66.67% vesting at 11% CAGR and 100% vesting at 13% CAGR.

The Committee will determine the level of achievement of the performance conditions following the end of the performance period. Any portion of the award that does not vest will lapse.

The TSR and sales growth percentages disclosed above represent performance thresholds set for the purposes of the PSP awards only and should not be interpreted as financial guidance or forecasts by the Company.

Gain on vesting of share options

The amount shown below relates to the gain on share-based payment awards that vested during the year, calculated as the market value on the date of vesting, less the exercise price.

Shares under the 2023 Deferred Share Bonus Plan ("DSBP") were awarded to Ian Johnson in respect of his bonus entitlements earned for the 2023 financial year while he was an Executive Director of the Company. In accordance with the DSBP rules, these awards were subject to a two-year deferral period prior to vesting and had an original vesting date of 28 March 2026.

Following Mr Johnson's transition to Non-Executive Chairman, the Committee resolved that he should be treated as a good leaver under the rules of the DSBP plan. As a result, his deferred share awards vested on 14 May 2025, being the date his contract as an executive ended.

During the year, awards granted under the 2022 Performance Share Plan ("PSP 2022") vested following the satisfaction of the applicable market-based performance condition. Vesting was determined by reference to the volume-weighted average price ("VWAP") of NIOX Group plc shares over 30 consecutive dealing days immediately preceding the vesting date.

The performance thresholds were set at 50 pence for threshold vesting, 60 pence for target vesting and 70 pence for over-performance. The actual VWAP achieved over the measurement period was 70.6 pence, exceeding the over-performance level, and accordingly the PSP 2022 awards vested in full.

Schema	Number of options granted	Number of options vested	% of shares vested	Exercise price per share (pence)	Vesting date	Market value per share at vesting date (pence)	Gain £'000
I Johnson
2022 PSP	1,331,897	1,331,897	100%	0.08	11-Apr-25	54.60	726
2022 DBSP	136,558	136,558	100%	0.08	28-Mar-25	75.80	103
2023 DBSP	144,844	144,844	100%	0.08	14-May-25	70.00	101
M Roller
2022 PSP	1,034,483	1,034,483	100%	0.08	11-Apr-25	54.60	564
2022 DBSP	98,994	98,994	100%	0.08	28-Mar-25	75.80	75
2023 DBSP	105,000	105,000	100%	0.08	14-May-25	70.00	73
J Emms
2022 PSP	1,331,897	1,331,897	100%	0.08	11-Apr-25	54.60	726
2022 DBSP	127,454	127,454	100%	0.08	28-Mar-25	75.80	97

NIOX GROUP PLC | ANNUAL REPORT & ACCOUNTS YEAR ENDED 31 DECEMBER 2025

CORPORATE GOVERNANCE
Remuneration Committee report

Payments to past directors

No payments were made to past directors during the financial year.

Payments to directors for loss of office

There were no payments to directors for loss of office during the financial year.

Gain on exercise of share-based payments

The amount shown below relates to the gain on share-based payment awards exercised during the year, calculated as the market value on the date of exercise less the exercise price.

Jonathan Emms exercised 4,940,202 share options under the 2019, 2020 and 2022 PSP scheme during the year. Of these, 2,745,925 shares were sold at exercise to satisfy associated tax liabilities, resulting in 2,194,277 net shares retained.

Of the net shares retained, 501,450 shares (PSP 2019) are subject to a holding period until 1 May 2027 and 591,585 shares (PSP 2020) until 11 April 2027, while 1,101,242 shares (PSP 2020) were subject to a holding period until 12 August 2025 and are no longer restricted. Accordingly, 1,093,035 shares remain subject to an ongoing holding period.

Statement of directors' shareholding and share interests

There are no requirements or guidelines for directors to own shares in the Company.

The following table shows the total number of interests of the directors who served during the financial year, including those of connected persons.

Share	Benefits
and	2025
Executive Directors
J Emms	3,263,888
S Duncan	5,552
Non-Executive Directors
I Johnson	4,623,180
R Naylor	44,166
G Watts	447,178
N Mills	121,954
Scheme	Number of options exercised
---	---
I Johnson
2019 PSP	6,000,000
2022 PSP	1,331,897
2022 DBSP	136,558
2023 DBSP	144,844
J Emms
2019 PSP	1,128,966
2020 PSP	2,479,339
2022 PSP	1,331,897
2022 DBSP	127,454
M Roller
2022 DBSP	98,944

70
NIOX GROUP PLC | ANNUAL REPORT & ACCOUNTS YEAR ENDED 31 DECEMBER 2025

NIOX®

The table below shows each director's share scheme interests as at 31 December 2025.

There was no change in the directors' interests between 31 December 2025 and the date of this report.

Plan	Date of grant	Awards and options held as at 1 January 2025	Awards and options granted during year	Awards and options exercised during year	Awards and options held at 31 December 2025	Exercise price (pence)	Date from which first exercisable	Expiry date
1 Johnson
2019 PSP	19-Dec-19	4,322,767	-	(4,322,767)	-	nil	01-May-25	19-Dec-29
2019 PSP	01-May-20	1,677,233	-	(1,677,233)	-	nil	01-May-25	19-Dec-29
2022 PSP³	11-Apr-22	1,331,897	-	(1,331,897)	-	0.08	11-Apr-25	11-Apr-32
2022 DSBP⁴	28-Mar-23	136,558	-	(136,558)	-	0.08	28-Mar-25	28-Mar-33
2023 PSP³	28-Mar-23	996,775	-	-	996,775	0.08	28-Mar-26	28-Mar-33
2023 DSBP⁴	28-Mar-24	144,844	-	(144,844)	-	0.08	14-May-25	14-May-34
2024 PSP³	28-Mar-24	724,219	-	-	724,219	0.08	28-Mar-27	28-Mar-34
2024 SAYE	29-Apr-24	36,152	-	-	36,152	51.31	01-Jun-27	01-Dec-27
Total		9,370,445	-	(7,613,299)	1,757,146
J Emms
2019 PSP¹	01-May-20	1,128,966	-	(1,128,966)	-	0.08	01-May-25	01-May-30
2020 PSP¹	13-Aug-20	2,479,339	-	(2,479,339)	-	0.08	13-Aug-23	13-Aug-30
2022 PSP¹	11-Apr-22	1,331,897	-	(1,331,897)	-	0.08	11-Apr-25	11-Apr-32
2022 DSBP²	28-Mar-23	127,454	-	(127,454)	-	0.08	28-Mar-25	28-Mar-33
2023 PSP¹	28-Mar-23	996,775	-	-	996,775	0.08	28-Mar-26	28-Mar-33
2023 DSBP²	28-Mar-24	135,188	-	-	135,188	0.08	28-Mar-26	28-Mar-34
2024 PSP¹	28-Mar-24	724,219	-	-	724,219	0.08	28-Mar-27	28-Mar-34
2025 PSP¹	21-May-25	-	884,956	-	884,956	0.08	21-May-28	21-May-35
Total		6,923,838	884,956	(5,067,656)	2,741,138
S Duncan
2020 PSP	04-Dec-20	122,000	-	-	122,000	0.08	04-Dec-23	04-Dec-30
2022 PSP	11-Apr-22	118,391	-	-	118,391	0.08	11-Apr-25	11-Apr-32
2023 PSP	28-Mar-23	94,910	-	-	94,910	0.08	28-Mar-26	28-Mar-33
2024 PSP	28-Mar-24	134,766	-	-	134,766	0.08	28-Mar-27	28-Mar-34
2024 SAYE	29-Apr-24	36,152	-	-	36,152	51.31	01-Jun-27	01-Dec-27
2025 PSP¹	21-May-25	-	365,044	-	365,044	0.08	21-May-28	21-May-35
Total		506,219	365,044	-	871,263

¹ Share options have an additional holding period of two years after the date from which they first become exercisable, other than for the sale of shares to satisfy any tax liability created on exercise.
² Grants made under the DSBP scheme are deferred for two years, other than for the sale of shares to satisfy any tax liability created on grant. There are no performance conditions attached.
³ Following Mr J Johnson's transition to Non-Executive Chairman, he is no longer subject to the two-year holding period after the date from which they first became exercisable.
⁴ Following Mr J Johnson's transition to Non-Executive Chairman, the Committee resolved that he should be treated as a good leaver under the rules of the DSBP plan.
As a result, his deferred bonus share awards vested on 14 May 2025, being the date his contract as an executive ended.

NIOX GROUP PLC | ANNUAL REPORT & ACCOUNTS YEAR ENDED 31 DECEMBER 2025

CORPORATE GOVERNANCE

Remuneration Committee report

Performance graph

The performance of the Company's ordinary shares compared with the FTSE AIM 100 (the "Index") for the five-year period from 1 January 2020 to 31 December 2025 is shown in the graph below:

72
NIOX GROUP PLC | ANNUAL REPORT & ACCOUNTS YEAR ENDED 31 DECEMBER 2025

NIOX

Chief Executive Officer's remuneration

The table below shows the total remuneration of the director undertaking the role of the Chief Executive Officer over the previous ten financial years. The total remuneration figure includes the annual bonus and LTIP awards made, which vested based on performance during those years, and excludes payments for loss of office. The bonus awarded and LTIP vesting percentages show the amount paid out for each year as a percentage of the maximum.

Jonathan Emms was appointed Chief Executive Officer on 15 January 2025. The remuneration shown for 2025 reflects amounts earned from this date to 31 December 2025.

Ian Johnson served as Chief Executive Officer until 15 January 2025. The remuneration shown for 2025 reflects amounts earned in this role up to that date only. Remuneration earned by Ian Johnson following 15 January 2025, including during the handover period to 14 May 2025 and subsequent service as Non-Executive Chairman, has been excluded and is disclosed in full in the single total figure of remuneration table. Steve Harris served as Chief Executive Officer until 31 December 2019.

Annual percentage change in remuneration of directors and employees

Between 31 December 2024 and 31 December 2025, the salaries of the Executive Directors were adjusted to reflect their new roles and increased responsibilities arising from recent leadership transitions, whilst employees, on average, saw a 5% increase.

| | 2025
£'000 | 2024
£'000 | 2023
£'000 | 2022
£'000 | 2021
£'000 | 2020
£'000 | 2019
£'000 | 2018
£'000 | 2017
£'000 | 2016
£'000 |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| J Emms | 1,599 | - | - | - | - | - | - | - | - | - |
| I Johnson | 25 | 851 | 828 | 553 | 303 | 310 | 12 | - | - | - |
| S Harris | - | - | - | - | - | - | 649 | 669 | 825 | 458 |
| Total remuneration | 1,624 | 851 | 828 | 553 | 303 | 310 | 661 | 669 | 825 | 458 |
| | 2025
% | 2024
% | 2023
% | 2022
% | 2021
% | 2020
% | 2019
% | 2018
% | 2017
% | 2016
% |
| Bonus awarded | 91.9 | 95.6 | 100.00 | 68.5 | - | - | 25.0 | 40.0 | 75.0 | - |
| LTIP vesting | 100.00 | 100.0 | 100.00 | - | - | - | 37.5 | 20.0 | 21.0 | - |

NIOX GROUP PLC | ANNUAL REPORT & ACCOUNTS YEAR ENDED 31 DECEMBER 2025

CORPORATE GOVERNANCE
Remuneration Committee report

Statement of voting at general meeting

The remuneration report was approved by shareholders at the AGM with the following votes cast for and against:

Voting results at AGM	For (%)	Against (%)	Withheld (votes)
2024 AGM on 14 May 2025	78.75	21.25	218,986
2023 AGM on 22 May 2024	99.93	0.07	36,830

The increase in votes against the remuneration report at the 2024 AGM was primarily due to the prior year's non-disclosure of LTIP vesting criteria, which was commercially sensitive at the time. Shareholder feedback on this matter has been taken on board, and the Committee has enhanced disclosure around the structure and operation of PSP performance conditions while maintaining appropriate protection of commercially sensitive forward-looking information.

Directors' remuneration

The remuneration packages for the Executive Directors have been determined by the Committee, in consultation with and with the support of the Company's principal shareholders.

As shown below, each package includes a base salary and participation in the Company's equity through share options.

Relative importance of spend on pay

The table below shows the total remuneration expenditure for all employees of the Group and distributions to shareholders for the financial year.

	2025 £m	2024 £m
Overall expenditure on pay	13.1	13.1
Distributions to shareholders:
Share buyback	-	21.0
Dividends	5.0	4.2
Name	Role	Executive service agreement appointment date
---	---	---
Jonathan Emms	Chief Executive Officer	16 January 2025
• 10% pension¹
• Life insurance
• Private health	Six months
Sarah Duncan	Chief Financial Officer	14 May 2025
• 10% pension
• Life insurance
• Private health	Six months

¹ Cash payment in lieu of a pension contribution.

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NIOX GROUP PLC | ANNUAL REPORT & ACCOUNTS YEAR ENDED 31 DECEMBER 2025

NIOX®

Name	Roles				Non-Executive terms of appointment date	Fee	Notice period
	Board	Nomination Committee	Remuneration Committee	Audit and Risk Committee
Ian Johnson	Ch	-	-	-	14 May 2025	£200,000	Three months
Sharon Curran	NED	M	C	M	8 February 2018	£69,685	Three months
Garry Watts	SID	C	M	M	2 March 2020	£74,165	Three months
Nicholas Mills	NED	-	-	-	13 November 2020	£47,225	Three months
Robert Naylor	NED	M	M	C	1 July 2024	£67,000	Three months

(Ch = Chairman, NED = Non-Executive Director, SID = Senior Independent Director, C = Chair of Committee, M = Member of Committee)

Copies of the service contracts and appointment letters are available for inspection at the registered office.

Statement of implementation of remuneration policy in the following financial year

There are no changes to the Company's approved remuneration policy for the forthcoming financial year.

The Company intends to seek shareholder approval at the 2026 AGM to increase the aggregate dilution limit under its share plans within the permitted 15% limit over a ten-year period. This adjustment is required to facilitate ongoing annual PSP awards without constraint arising from the one-off grant of 10 million share options made in 2019 in connection with the appointment of Messrs Johnson and Roller. The Committee confirms that any increase will remain within recognised institutional investor guidelines and will ensure continued alignment between executive remuneration and shareholder interests.

The base salary of Ms Sarah Duncan, Chief Financial Officer, will increase from £165,000 to £190,000 per annum with effect from 1 January 2026. This reflects her development in capability and contribution since appointment, aligns her remuneration more closely with market benchmarks for comparable roles, and recognises the increased scope and responsibilities of the role. The adjustment also supports retention and ongoing motivation as the Company continues to execute its strategic objectives.

Shareholder approval

The annual report on remuneration will be the subject of an advisory vote at the AGM on 21 May 2026.

Approval

This report was approved by the Board on 23 March 2026 and signed on its behalf by:

Sharon Curran

Chair of the Remuneration Committee

NIOX GROUP PLC | ANNUAL REPORT & ACCOUNTS YEAR ENDED 31 DECEMBER 2025

CORPORATE GOVERNANCE
Director's report

Directors' report

The Directors present their report, together with the audited financial statements of the Company and the Group, for the year ended 31 December 2025.

Information included elsewhere

The table below sets out the location of The table below sets out the location of information required to be disclosed in the Directors' report, which can be found in other sections of this Annual Report and is incorporated by reference:

Subject matter	Page reference
Future developments	12 to 23
Other stakeholder engagement statement	24 to 27
Corporate governance	50 to 57
Employment policies	34 to 39
Streamlined energy and carbon reporting	38 to 39
Political and charitable donations	39
Post balance sheet events (note 28)	116
Financial and capital risk management (note 35)	128 to 129

General information

NIOX is a company engaged in the design, development and commercialisation of medical devices for the diagnosis, monitoring and management of asthma and COPD.

NIOX Group plc is the ultimate parent company of the Group.

NIOX Group plc is a public company limited by shares listed on the Alternative Investment Market (AIM) and incorporated and domiciled in the United Kingdom. The Company is resident in England and has its registered office at Magdalen Centre, 1 Robert Robinson Ave, The Oxford Science Park, Oxford, England, OX4 4GA.

Dividends

The Directors are recommending a final dividend of 1.55 pence per share (2024: 1.25 pence), which, subject to shareholders' approval at the AGM on 21 May 2026, will be paid on 22 June 2026 to shareholders on the register at the close of business on 22 May 2026.

Research and development activities

The research and development activities of the Group relate to the ongoing development of its NIOX® products.

During 2025, the Group continued to invest in advancing its next-generation FeNO devices, including the successful launch of NIOX PRO® and the commencement of development of the NIOX MyNO®, a home-use FeNO device. Total expenditure on NIOX MyNO® development during the year was £0.1 million (2024: £nil), reflecting the Group's continued focus on innovation and expanding access to FeNO testing.

Directors and Directors' interests

Details of the Directors who held office during the financial year ended 31 December 2025 are:

Ian Roy Johnson
Michael Roy David Roller (until 14 May 2025)
Jonathan Charles Emms
Sarah Elizabeth Duncan (from 14 May 2025)
Garry Watts
Sharon Curran
Nicholas Harwood Bertram Mills
Robert Graham Naylor

76
NIOX GROUP PLC | ANNUAL REPORT & ACCOUNTS YEAR ENDED 31 DECEMBER 2025

NIOX

Details of the Directors who held office as at the date of this report can be found on pages 46 to 49.

The beneficial interests of the Directors and their connected persons in the ordinary share capital of the Company, together with the interests of the Executive Directors in share options and awards of shares as at 31 December 2025, and as at the date of this report, are disclosed in the remuneration report on pages 62 to 75.

Details of the Executive Directors' service contracts and letters of appointment for Non-Executive Directors can be found in the remuneration report on page 75. All directors put themselves forward for annual re-election at the Company's AGM.

Directors' indemnities

The Company has maintained insurance cover for its directors and officers under a Directors' and Officers' Liability Policy. Qualifying third-party indemnity was in force during the financial year and on the date this report was approved.

The Directors may exercise their powers pursuant to the Articles of Association, the Companies Act 2006 and related legislation, and any resolution of the shareholders. The Articles are available for review at the registered office.

Going concern

The financial statements have been prepared on a going concern basis. The budget and five-year plan are prepared on a bottom-up basis and presented to the Board each year for review and approval. The Directors have reviewed the Company's current and projected financial position, taking into account existing cash balances. As further discussed on page 122, the Directors have modelled downside scenarios and have not identified any material uncertainties to the Group's ability to continue to adopt the going concern basis of accounting for a period of at least 12 months from the date of approval of the financial statements.

Auditors and disclosure of information to auditors

The auditors, RSM UK Audit LLP, have indicated their willingness to continue in office, and a resolution to re-appoint them will be proposed at the AGM.

The Directors who held office at the date of approval of this report confirm that, so far as they are each aware, there is no relevant audit information of which the Company's auditors are unaware, and each director has taken all the steps a director ought to have taken to make themselves aware of relevant audit information and to establish that the auditors are aware of that information.

Corporate governance

The Company's statement on corporate governance can be found in the corporate governance report of these financial statements on pages 50 to 53. The corporate governance report forms part of this directors' report and is incorporated into it by cross-reference.

AGM

The AGM will be held at the offices of NIOX Group plc on 21 May 2026 at 11:00 a.m. A separate circular to shareholders will detail the business to be transacted at the forthcoming AGM.

By order of the Board

Rebecca Clayton-Wherity

Company Secretary

23 March 2026

NIOX GROUP PLC'1 ANNUAL REPORT & ACCOUNTS YEAR ENDED 31 DECEMBER 2025

CORPORATE GOVERNANCE
Statement of directors' responsibilities

Statement of directors' responsibilities

The Directors are responsible for preparing the strategic report, the directors' report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare Group and Company financial statements for each financial year. The directors have elected under company law and are required by the AIM Rules of the London Stock Exchange to prepare Group financial statements in accordance with UK-adopted International Accounting Standards. The directors have elected under company law to prepare the Company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law).

The group financial statements are required by law and UK-adopted International Accounting Standards to present fairly the financial position and performance of the group. The Companies Act 2006 provides in relation to such financial statements that references in the relevant part of that Act to financial statements giving a true and fair view are references to their achieving a fair presentation.

Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and the Company and of the profit or loss of the Group for that period.

In preparing each of the Group and Company financial statements, the Directors are required to:

a. select suitable accounting policies and then apply them consistently;
b. make judgements and accounting estimates that are reasonable and prudent;
c. for the Group financial statements, state whether they have been prepared in accordance with UK-adopted International Accounting Standards;
d. for the Company financial statements state whether applicable UK accounting standards have been followed, subject to any material departures disclosed and explained in the Company financial statements; and
e. prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and the Company will continue in business.

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

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the NIOX Group plc website.

Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

78
NIOX GROUP PLC | ANNUAL REPORT & ACCOUNTS YEAR ENDED 31 DECEMBER 2025

CORPORATE GOVERNANCE
Independent auditor's report

NIOX

Independent auditor's report to the members of NIOX Group plc

Opinion

We have audited the financial statements of NIOX Group plc (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2025 which comprise the Consolidated statement of comprehensive income, Consolidated statement of financial position, Parent Company statement of financial position, Consolidated statement of cash flows, Consolidated statement of changes in equity, Parent Company statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in the preparation of the Group financial statements is applicable law and UK-adopted International Accounting Standards. The financial reporting framework that has been applied in the preparation of the Parent Company financial statements is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 "Reduced Disclosure Framework" (United Kingdom Generally Accepted Accounting Practice).

In our opinion:

the financial statements give a true and fair view of the state of the Group's and of the Parent Company's affairs as at 31 December 2025 and of the Group's profit for the year then ended;
the Group financial statements have been properly prepared in accordance with UK-adopted International Accounting Standards;
the Parent Company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

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

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Group and Parent Company financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on the overall audit strategy, the allocation of resources in the audit and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the Group and Parent Company financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Summary of our audit approach

	Group	Parent Company
Key audit matters	• Revenue recognition	• Valuation of investments in subsidiaries
Materiality	• Overall materiality: £580,000
(2024: £479,000)
• Performance materiality: £435,000
(2024: £359,000)	• Overall materiality: £2,100,000
(2024: £901,000)
• Performance materiality: £1,500,000
(2024: £675,000)
Scope	Our audit procedures covered 83% of revenue, 98% of total assets and 90% of adjusted EBITDA.

NIOX GROUP PLC | ANNUAL REPORT & ACCOUNTS YEAR ENDED 31 DECEMBER 2025

CORPORATE GOVERNANCE
Independent auditor's report

Revenue recognition (Group)

Key audit matter description

Refer to the Audit Committee report (page 54) and accounting policy and note 2 to the consolidated financial statements (page 96).

Revenue recognition is a presumed fraud risk in accordance with auditing standards. Given the nature of revenue recognition within the Group, we determined that the fraud risk manifests in the risk of inappropriate manual adjustments being recorded by management.

Revenue is also a significant balance within the financial statements and accordingly is considered a key audit matter.

How the matter was addressed in the audit

We obtained an understanding of the key controls in the revenue process and tested the design and implementation of these controls. This included the IT controls in respect of the financial reporting system.

For each of the full scope components, we used our sales cycle data analytics tool. This allowed us to analyse the entire population of revenue transactions and identify any unusual transactions which exhibited characteristics of risk. A sample of these were investigated and traced to supporting documentation where deemed necessary. We also performed cut-off testing in respect of each of these full scope components to confirm revenue had been recognised in the correct period with reference to supporting shipping documentation.

We performed targeted procedures in respect of the other components to identify any unusual trends within revenue for further investigation.

Valuation of investments in subsidiaries (Parent Company)

Key audit matter description

Refer to the accounting policy on page 114 together with critical judgements and estimates in applying the Parent Company's accounting policies on page 125.

The carrying value of the investments in subsidiaries is £199.9 million (2024: £198.0 million).

The Company considers at least annually whether any indicators of impairment exist, or conversely whether there is evidence to support the reversal of a previous impairment. Where indicators of an impairment or potential reversal of impairment are identified, the value in use of the investment is calculated based on management's forecast future cash flows of the subsidiary undertakings.

We determined the valuation of investments in subsidiaries to be a key audit matter due to the materiality of the investments, the magnitude of historical impairments with the potential to be reversed and the sensitivity of the valuation to the key assumptions, which required significant audit effort given they are inherently uncertain.

How the matter was addressed in the audit

We challenged the key assumptions used in the determination of the value in use of the investments, including:

Forecast trading results including growth: We challenged the forecasts based on management's historical forecasting accuracy and actual growth rates achieved, industry developments and evidence obtained from other areas of our audit.
Discount rate: We challenged the discount rate using our own independently determined rate as calculated by our internal valuation experts.
We performed procedures to check the mechanical accuracy of the value in use model.

80
NIOX GROUP PLC | ANNUAL REPORT & ACCOUNTS YEAR ENDED 31 DECEMBER 2025

NIOX

Our application of materiality

When establishing our overall audit strategy, we set certain thresholds which help us to determine the nature, timing and extent of our audit procedures.

When evaluating whether the effects of misstatements, both individually and on the financial statements as a whole, could reasonably influence the economic decisions of the users we take into account the qualitative nature and the size of the misstatements. Based on our professional judgement, we determined materiality as follows:

	Group	Parent Company
Overall materiality	£580,000
(2024: £479,000)	£2,100,000
(2024: £901,000)
Basis for determining overall materiality	3.5% of adjusted EBITDA	1.0% of assets
Rationale for benchmark applied	Adjusted EBITDA is deemed to be the primary performance measure for the users of the financial statements to review the financial performance of the Group.	Total assets are considered to be the most appropriate benchmark for a non-trading entity which primarily acts as an investment holding company.
Performance materiality	£435,000
(2024: £359,000)	£1,500,000
(2024: £675,000)
Basis for determining performance materiality	75% of overall materiality	75% of overall materiality
Reporting of misstatements to the Audit Committee	Misstatements in excess of £29,000 and misstatements below that threshold that, in our view, warranted reporting on qualitative grounds.	Misstatements in excess of £100,000 and misstatements below that threshold that, in our view, warranted reporting on qualitative grounds.

NIOX GROUP PLC | ANNUAL REPORT & ACCOUNTS YEAR ENDED 31 DECEMBER 2025

CORPORATE GOVERNANCE
Independent auditor's report

An overview of the scope of our audit

The Group consists of seven components located in the following countries;

United Kingdom
Sweden
United States of America
Germany
China

The coverage achieved by our audit procedures was:

Full scope audits were performed for four components, with the remaining components subject to detailed risk assessment procedures and specific scope procedures where deemed necessary based on this risk assessment.

Of the above, a full scope audit for one component was undertaken by a component auditor.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors' assessment of the Group's and Parent Company's ability to continue to adopt the going concern basis of accounting included:

Understanding how the cash flow forecasts for the going concern period, being the twelve month period from the date of approval of the financial statements, had been prepared and the assumptions adopted;
Testing the integrity of the forecast model to ensure it is mathematically accurate;
Comparing management's historical forecasts to actual results to determine whether forecast cash flows are reliable based on past experience;
Performing reverse stress testing on the going concern model by understanding the reduction in trading cashflows that would be required (after taking into account mitigating actions) before liquidity is exhausted and assessing the likelihood of this scenario; and
Assessing the going concern disclosures in the financial statements to ensure they are in accordance with UK-adopted International Accounting Standards.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's or the Parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

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

NIOX GROUP PLC | ANNUAL REPORT & ACCOUNTS YEAR ENDED 31 DECEMBER 2025

NIOX

Other information

The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

the information given in the Strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the Group and the Parent Company and their environment obtained in the course of the audit, we have not identified material misstatements in the Strategic report or the Directors' report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

adequate accounting records have not been kept by the Parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
the Parent Company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the directors' responsibilities statement set out on page 78, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the Group's and the Parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.

NIOX GROUP PLC | ANNUAL REPORT & ACCOUNTS YEAR ENDED 31 DECEMBER 2025

CORPORATE GOVERNANCE
Independent auditor's report

Auditor's responsibilities for the audit of the financial statements

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

The extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities are instances of non-compliance with laws and regulations. The objectives of our audit are to obtain sufficient appropriate audit evidence regarding compliance with laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements, to perform audit procedures to help identify instances of non-compliance with other laws and regulations that may have a material effect on the financial statements, and to respond appropriately to identified or suspected non-compliance with laws and regulations identified during the audit.

In relation to fraud, the objectives of our audit are to identify and assess the risk of material misstatement of the financial statements due to fraud, to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud through designing and implementing appropriate responses and to respond appropriately to fraud or suspected fraud identified during the audit.

However, it is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity's operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud.

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, the Group audit engagement team and component auditor:

obtained an understanding of the nature of the industry and sector, including the legal and regulatory frameworks that the Group and Parent Company operate in and how the Group and Parent Company are complying with the legal and regulatory frameworks;
inquired of management, and those charged with governance, about their own identification and assessment of the risks of irregularities, including any known actual, suspected or alleged instances of fraud;
discussed matters about non-compliance with laws and regulations and how fraud might occur including assessment of how and where the financial statements may be susceptible to fraud.

All relevant laws and regulations identified at a Group level and areas susceptible to fraud that could have a material effect on the financial statements were communicated to component auditors.

Any instances of non-compliance with laws and regulations identified and communicated by a component auditor were considered in our audit approach.

84 NIOX GROUP PLC-1 ANNUAL REPORT & ACCOUNTS YEAR ENDED 31 DECEMBER 2025

NIOX

The most significant laws and regulations were determined as follows:

Legislation / Regulation	Additional audit procedures performed by the Group audit engagement team and component auditors included:
UK-adopted IAS, FRS101 and Companies Act 2006	Review of the financial statement disclosures and testing to supporting documentation.
Completion of disclosure checklists to identify areas of non-compliance.
Tax compliance regulations	Inspection of advice received from external tax advisors.
Review of information submitted to local tax authorities to check for consistency with other financial information reported.
Input from a tax expert was obtained regarding the Group's transfer pricing arrangements.

The areas that we identified as being susceptible to material misstatement due to fraud were:

Risk	Audit procedures performed by the audit engagement team:
Revenue recognition	Please refer to the Key Audit Matters section for details of the testing performed in this area.
Management override of controls	Identifying journals which exhibited higher characteristics of risk for testing using data analytics software;
Assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and
Evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

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

This description forms part of our auditor's report.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose.

To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Andrew Williams

(Senior Statutory Auditor)

For and on behalf of

RSM UK Audit LLP, Statutory Auditor Chartered Accountants

103 Colmore Row
Birmingham
B3 3AG
23 March 2026

NIOX GROUP PLC | ANNUAL REPORT & ACCOUNTS YEAR ENDED 31 DECEMBER 2025

NIOX

GROUP FINANCIAL STATEMENTS

Consolidated statement of comprehensive income 88
Consolidated statement of financial position 89
Parent Company statement of financial position 90
Consolidated statement of cash flows 91
Consolidated statement of changes in equity 92
Parent Company statement of changes in equity 93
Notes to the financial statements 94

GROUP FINANCIAL STATEMENTS

Consolidated statement of comprehensive income for the year ended 31 December 2025

| | Notes | 2025
£m | 2024
£m |
| --- | --- | --- | --- |
| Continuing operations | | | |
| Revenue from contracts with customers | 2 | 48.7 | 41.8 |
| Cost of sales | | (15.0) | (11.6) |
| Gross profit | | 33.7 | 30.2 |
| Research and development costs | | (2.6) | (2.5) |
| Sales and marketing costs | | (11.4) | (11.2) |
| Administrative expenses | | (9.0) | (8.8) |
| Operating profit | | 10.7 | 7.7 |
| Other losses | 5 | (0.3) | (0.6) |
| Other income | 6 | 0.6 | - |
| Finance costs | 7 | (0.2) | (0.2) |
| Finance income | 7 | 0.4 | 0.9 |
| Profit before tax | | 11.2 | 7.8 |
| Taxation | 8 | (4.2) | (4.4) |
| Profit from continuing operations | | 7.0 | 3.4 |
| Profit from discontinued operations
(attributable to equity holders of NIOX Group plc) | 24 | - | 0.3 |
| Profit for the year | | 7.0 | 3.7 |
| Other comprehensive income/(expense) | | | |
| Items that may be reclassified to profit or loss | | | |
| Exchange differences on translation of foreign operations | 21 | 5.5 | (4.2) |
| Other comprehensive income/(expense) for the year, net of tax | | 5.5 | (4.2) |
| Total comprehensive income / (expense) for the year | | 12.5 | (0.5) |

Earnings per share attributable to equity holders of NIOX Group plc (expressed in pence per share)

		2025	2024
Basic earnings per share	Notes	Pence	Pence
Basic earnings per share from continuing operations	31	1.69	0.81
Basic earnings per share	31	1.69	0.88

Diluted earnings per share

Diluted earnings per share from continuing operations	31	1.64	0.76
Diluted earnings per share	31	1.64	0.83

The above consolidated statement of comprehensive income should be read in conjunction with the accompanying notes.

88
NIOX GROUP PLC | ANNUAL REPORT & ACCOUNTS YEAR ENDED 31 DECEMBER 2025

GROUP FINANCIAL STATEMENTS
Consolidated statement of financial position as at 31 December 2025
NIOX

	Notes	2025	2024
		£m	£m
Assets
Non-current assets
Property, plant and equipment	9	0.3	0.3
Right-of-use assets	10	0.9	1.4
Goodwill	11	4.8	4.3
Intangible assets	12	23.8	23.5
Deferred tax assets	17	15.5	17.8
		45.3	47.3
Current assets
Inventories	13	5.0	4.0
Trade and other receivables	14	6.0	6.2
Cash and cash equivalents		19.9	10.9
		30.9	21.1
Total assets		76.2	68.4
Equity
Share capital	19	0.3	0.3
Share premium	20	0.3	0.2
Other reserves	21	21.6	15.6
Retained earnings	22	45.4	43.4
Total equity		67.6	59.5
Liabilities
Non-current liabilities
Lease liabilities	10	0.5	0.8
		0.5	0.8
Current liabilities
Trade and other payables	15	7.6	7.4
Lease liabilities	10	0.5	0.7
		8.1	8.1
Total liabilities		8.6	8.9
Total equity and liabilities		76.2	68.4

The above consolidated statement of financial position should be read in conjunction with the accompanying notes.

The financial statements on pages 88 to 129 were approved and authorised for issue by the Board of Directors on 23 March 2026 and were signed on its behalf by:

Sarah Duncan

Sarah Duncan
Chief Financial Officer,
NIOX Group plc
Registered number:
05822706

NIOX GROUP PLC † ANNUAL REPORT & ACCOUNTS YEAR ENDED 31 DECEMBER 2025

GROUP FINANCIAL STATEMENTS

Parent Company statement of financial position as at 31 December 2025

| | Notes | 2025
£m | 2024
£m |
| --- | --- | --- | --- |
| Assets | | | |
| Non-current assets | | | |
| Investments in subsidiaries | 25 | 199.1 | 198.0 |
| | | 199.1 | 198.0 |
| Current assets | | | |
| Trade and other receivables | 14 | 1.8 | 2.1 |
| Cash and cash equivalents | | 8.6 | 1.3 |
| | | 10.4 | 3.4 |
| Total assets | | 209.5 | 201.4 |
| Equity attributable to the owners of the Company | | | |
| Share capital | 19 | 0.3 | 0.3 |
| Share premium | 20 | 0.3 | 0.2 |
| Other reserves | 21 | 19.5 | 19.0 |
| Retained earnings | 22 | 111.3 | 127.3 |
| Total equity | | 131.4 | 146.8 |
| Liabilities | | | |
| Non-current liabilities | | | |
| Trade and other payables | 15 | 65.1 | 46.5 |
| | | 65.1 | 46.5 |
| Current liabilities | | | |
| Trade and other payables | 15 | 13.0 | 8.1 |
| | | 13.0 | 8.1 |
| Total liabilities | | 78.1 | 54.6 |
| Total equity and liabilities | | 209.5 | 201.4 |

The Company has elected to take the exemption under section 408 of the Companies Act 2006 not to present the Parent Company profit and loss account.

The Parent Company's loss for the year was £11.0 million (2024: £18.6 million profit).

The above statement of financial position should be read in conjunction with the accompanying notes.

The financial statements on pages 88 to 129 were approved and authorised for issue by the Board of Directors on 23 March 2026 and were signed on its behalf by:

Sarah Duncan

Chief Financial Officer,

NIOX Group plc

Registered number:

05822706

NIOX GROUP PLC | ANNUAL REPORT & ACCOUNTS YEAR ENDED 31 DECEMBER 2025

GROUP FINANCIAL STATEMENTS
Consolidated statement of cash flows
for the year ended 31 December 2025
NIOX

| | Notes | 2025
£m | 2024
£m |
| --- | --- | --- | --- |
| Cash flows from operating activities | | | |
| Cash generated from operations | 18 | 15.7 | 17.4 |
| Interest paid | 7 | (0.2) | (0.1) |
| Income taxes paid | 8 | (0.1) | (0.1) |
| Net cash generated from operating activities | | 15.4 | 17.2 |
| Cash flows from investing activities | | | |
| Proceeds from the sale of intellectual property | 6 | 0.3 | - |
| Payments for property, plant and equipment | 9 | (0.2) | - |
| Payments for intangible assets | 12 | (1.3) | (1.0) |
| Net cash used in investing activities | | (1.2) | (1.0) |
| Cash flows from financing activities | | | |
| Interest received | 7 | 0.4 | 0.8 |
| Principal element of lease payments | 10 | (0.6) | (0.5) |
| Dividends paid | 23 | (5.0) | (4.2) |
| Proceeds received from exercise of share options | 20 | 0.1 | 0.1 |
| Acquisition of own shares | 22 | - | (21.0) |
| Share buy-back transaction costs | 22 | - | (0.3) |
| Net cash used in financing activities | | (5.1) | (25.1) |
| Net increase/(decrease) in cash and cash equivalents | | 9.1 | (8.9) |
| Cash and cash equivalents at 1 January | | 10.9 | 19.9 |
| Effects of exchange rate changes on cash and cash equivalents | | (0.1) | (0.1) |
| Cash and cash equivalents at 31 December | | 19.9 | 10.9 |

The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.

NIOX GROUP PLC | ANNUAL REPORT & ACCOUNTS YEAR ENDED 31 DECEMBER 2025

GROUP FINANCIAL STATEMENTS

Consolidated statement of changes in equity for the year ended 31 December 2025

	Notes	Share capital £m	Share premium £m	Other reserves¹ £m	Retained earnings £m	Total equity £m
At 1 January 2024		0.3	0.1	18.2	65.2	83.8
Profit for the year	22	-	-	-	3.7	3.7
Exchange differences on translation of foreign operations	21	-	-	(4.2)	-	(4.2)
Total comprehensive (expense)/ income		-	-	(4.2)	3.7	(0.5)

Transactions with owners:

Issue of new shares	19, 20	-	0.1	-	-	0.1
Dividends	22, 23	-	-	-	(4.2)	(4.2)
Employee share-based payments	21	-	-	1.6	-	1.6
Acquisition of own shares		-	-	-	(21.0)	(21.0)
Share buy-back transaction costs		-	-	-	(0.3)	(0.3)
At 31 December 2024		0.3	0.2	15.6	43.4	59.5
Profit for the year	22	-	-	-	7.0	7.0
---	---	---	---	---	---	---
Exchange differences on translation of foreign operations	21	-	-	5.5	-	5.5
Total comprehensive income		-	-	5.5	7.0	12.5

Transactions with owners:

Issue of new shares	19, 20	-	0.1	-	-	0.1
Dividends	22, 23	-	-	-	(5.0)	(5.0)
Employee share-based payments	21	-	-	0.5	-	0.5
At 31 December 2025		0.3	0.3	21.6	45.4	67.6

¹Other reserves include share-based payments reserve, translation reserve, and transactions with non-controlling interests reserve.

The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.

92
NIOX-GROUP.PLC-1-ANNUAL-REPORT & ACCOUNTS-YEAR-ENDED-31-DECEMBER-2025

GROUP FINANCIAL STATEMENTS

Parent Company statement of changes in equity for the year ended 31 December 2025

NIOX

	Notes	Share capital £m	Share premium £m	Other reserves¹ £m	Retained earnings £m	Total equity £m
At 1 January 2024		0.3	0.1	17.4	134.2	152.0
Profit and total comprehensive income for the year	22	-	-	-	18.6	18.6
Transactions with owners:
Issue of shares	19, 20	-	0.1	-	-	0.1
Dividends	22, 23	-	-	-	(4.2)	(4.2)
Employee share-based payments	21	-	-	1.6	-	1.6
Acquisition of own shares		-	-	-	(21.0)	(21.0)
Share buy-back transaction costs		-	-	-	(0.3)	(0.3)
At 31 December 2024		0.3	0.2	19.0	127.3	146.8
Loss and total comprehensive loss for the year	22	-	-	-	(11.0)	(11.0)
Transactions with owners:
Issue of shares	19, 20	-	0.1	-	-	0.1
Dividends	22, 23	-	-	-	(5.0)	(5.0)
Employee share-based payments	21	-	-	0.5	-	0.5
At 31 December 2025		0.3	0.3	19.5	111.3	131.4

¹ Other reserves include the share-based payments reserve.

The above statement of changes in equity should be read in conjunction with the accompanying notes.

NIOX GROUP PLC | ANNUAL REPORT & ACCOUNTS YEAR ENDED 31 DECEMBER 2025

GROUP FINANCIAL STATEMENTS

Notes to the financial statements

Contents of the notes to the consolidated financial statements

Operating segments
Revenue from contracts with customers
Employees and directors
Breakdown of expenses by nature
Other losses
Other income
Finance costs and income
Income tax
Property, plant and equipment
Leases
Goodwill
Intangible assets
Inventories
Trade and other receivables
Trade and other payables
Financial instruments
Deferred tax
Cash flow information

Equity

Share capital
Share premium
Other reserves
Retained earnings
Dividends

Group structure

Discontinued operations
Investments in subsidiaries

Unrecognised items

Contingent liabilities and assets
Commitments
Events occurring after the reporting date

Further details

Related party transactions
Share-based payments
Earnings per share
Auditors' remuneration
Summary of other accounting policies

Risk

Critical accounting estimates and judgements
Financial and capital risk management

1. Operating segments

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker.

The chief operating decision maker, who is responsible for allocating resources, assessing performance and making strategic decisions, has been identified as the Chief Executive Officer.

The Chief Executive Officer examines the Group's performance from a product perspective, and has identified one reportable segment in the continuing business:

NIOX® relates to the portfolio of products used to improve asthma diagnosis, monitoring and management by measuring fractional exhaled nitric oxide (FeNO).

The COPD business has been classified as a discontinued operation. Information about the results of this segment is provided in note 24.

The table below presents operating profit or loss information regarding the Group's operating segments for the years ended 31 December 2025 and 2024. Only the results for the Group's continuing activities are included to aid comparison.

94
NIOX GROUP PLC + ANNUAL REPORT & ACCOUNTS YEAR ENDED 31 DECEMBER 2025

NIOX

Segment operating profit or loss

Year ended 31 December 2025	NIOX®	Head office	Total
	£m	£m	£m
Revenue
(from external customers, based on the destination of the customer)
UK	3.9	-	3.9
US	12.0	-	12.0
EU	12.4	-	12.4
Asia Pacific	18.3	-	18.3
Rest of world	2.1	-	2.1
Total segment revenue	48.7	-	48.7
Cost of sales	(15.0)	-	(15.0)
Research and development costs	(2.6)	-	(2.6)
Sales and marketing costs	(11.4)	-	(11.4)
Administrative expenses	(4.1)	(4.9)	(9.0)
Operating profit/ (loss) from continuing operations	15.6	(4.9)	10.7
Depreciation and amortisation included above	(4.1)	-	(4.1)
Year ended 31 December 2024	NIOX®	Head office	Total
	£m	£m	£m
Revenue
(from external customers, based on the destination of the customer)
UK	3.7	-	3.7
US	9.8	-	9.8
EU	10.3	-	10.3
Asia Pacific	16.3	-	16.3
Rest of world	1.7	-	1.7
Total segment revenue	41.8	-	41.8
Cost of sales	(11.6)	-	(11.6)
Research and development costs	(2.5)	-	(2.5)
Sales and marketing costs	(11.2)	-	(11.2)
Administrative expenses	(3.9)	(4.9)	(8.8)
Operating profit/ (loss) from continuing operations	12.6	(4.9)	7.7
Depreciation and amortisation included above	(4.2)	-	(4.2)

NIOX GROUP, PLC, J. ANNUAL REPORT & ACCOUNTS YEAR ENDED 31 DECEMBER 2025

GROUP FINANCIAL STATEMENTS

Notes to the financial statements

1. Operating segments (continued)

Assets by segment

As at 31 December 2025	NIOX®	Total
	£m	£m
Cash and cash equivalents	19.9	19.9
Property, plant and equipment	0.3	0.3
Right-of-use assets	0.9	0.9
Goodwill	4.8	4.8
Intangible assets	23.8	23.8
Deferred tax assets	15.5	15.5
Inventories	5.0	5.0
Trade and other receivables	6.0	6.0
Total assets	76.2	76.2
As at 31 December 2024	NIOX®	Total
---	---	---
	£m	£m
Cash and cash equivalents	10.9	10.9
Property, plant and equipment	0.3	0.3
Right-of-use assets	1.4	1.4
Goodwill	4.3	4.3
Intangible assets	23.5	23.5
Deferred tax assets	17.8	17.8
Inventories	4.0	4.0
Trade and other receivables	6.2	6.2
Total assets	68.4	68.4

2. Revenue from contracts with customers

NIOX sells medical equipment that measures airway inflammation. Revenue is accounted for under IFRS 15 and recognised when a contractual promise to a customer (performance obligation) has been fulfilled by transferring control of the product to the customer, with substantially all of the revenue recognised upon confirmation of delivery to the customer.

Revenue comprises the fair value of consideration received or receivable for selling goods and services in the ordinary course of business. Revenue is shown net of value-added tax, trade discounts and rebates, and after elimination of intra-group sales. Revenue represents net invoice value, including fixed and variable consideration. Variable consideration arises from discounts, volume rebates and from accruals for estimated future returns. Revenue is not recognised until it is highly probable that a significant reversal of cumulative revenue recognised will not occur.

	2025	2024
	£m	£m
Sale of goods	48.7	41.8
Total revenue from contracts with customers	48.7	41.8

NIOX GROUP PLC-1 ANNUAL REPORT & ACCOUNTS YEAR ENDED 31 DECEMBER 2025

NIOX

3. Employees and directors

Monthly average number of people (including Executive and Non-Executive Directors) employed:

	Group			Company
	2025 Number	2024 Number	2025 Number	2024 Number
Office and management	27	26	7	7
Sales and marketing	64	62	-	-
Research and development	4	3	-	-
Average headcount	95	91	7	7

The Group's total headcount at 31 December 2025 was 97 (2024: 91).

Employee benefits costs

	Group			Company
	2025 £m	2024 £m	2025 £m	2024 £m
Wages and salaries	9.1	9.2	1.7	2.1
Social security costs	1.6	1.5	0.2	0.4
Pension costs	0.5	0.5	0.1	0.1
Share-based payment expenses	1.9	1.9	-	-
Total employee benefits costs	13.1	13.1	2.0	2.6

The Group makes contributions to defined contribution personal pension schemes for employees. The pension cost charge recognised in the year represents amounts payable by the Group to the funds. The Group has no further payment obligations once the contributions have been paid. The contributions are recognised as employee benefit expenses when they are due.

Key management personnel

Key management personnel during the year included the Board of Directors, Regional VP of APAC, Senior VP of Americas and Research, VP of Supply Chain and Technical Operations, Regional VP of EMEA, VP of HR and Group Operational Finance Director. The composition of key management personnel changed during the year following the changes to the Board of Directors and the VP of HR's redundancy. The compensation paid or payable to key management is set out below:

	2025	2024
	£m	£m
Short-term employee benefits (including bonus)	4.0	3.8
Termination payments¹	0.1	-
Share-based payment expenses	1.7	1.7
Total key management remuneration	5.8	5.5

¹Termination payments in the year relate to redundancy costs associated with the VP of HR role.

NIOX GROUP PLC | ANNUAL REPORT & ACCOUNTS YEAR ENDED 31 DECEMBER 2025

GROUP FINANCIAL STATEMENTS

Notes to the financial statements

3. Employees and directors (continued)

Other remuneration information

The table below sets out the location of information required to be disclosed in the notes to the financial statements, which can be found in the remuneration report and is incorporated by reference:

Subject matter	Page reference
Single total figure of remuneration for each director (including remuneration for the highest-paid director)	67
Scheme interests awarded to directors during the financial year	68
Gain on exercise of share-based payments	70
Payments to past directors	70
Payments to directors for loss of office	70
Statement of directors' shareholding and share interests	70

4. Breakdown of expenses by nature

	Notes	2025 £m	2024 £m
Employee benefits costs	3	13.1	13.1
Depreciation charge of property, plant and equipment	9	0.2	-
Depreciation charge of right-of-use assets	10	0.5	0.5
Amortisation charge of intangible assets	12	3.4	3.7

5. Other losses

	2025 £m	2024 £m
Net foreign exchange losses	(0.3)	(0.5)
Net fair value losses	-	(0.1)
Total other losses	(0.3)	(0.6)

6. Other income

	2025 £m	2024 £m
Royalty income	0.3	-
Proceeds from sale of intellectual property	0.3	-
Total other income	0.6	-

During the year, NIOX sold certain legacy respiratory-related intellectual property and associated manufacturing equipment that had been acquired in 2015 as part of the acquisition of Prosonix Limited. In December 2025, cash proceeds of £0.3 million were received from this sale. The assets had previously been written down to a carrying value of nil. As a result, the full amount has been recognised as a one-time gain within other income, reflecting the non-recurring nature of this transaction.

Royalties relate to royalty income payable by Beyond Air of 5% of the net sales of the LungFit® PH device.

98
NIOX GROUP PLC | ANNUAL REPORT & ACCOUNTS YEAR ENDED 31 DECEMBER 2025

NIOX

7. Finance costs and income

	2025 £m	2024 £m
Finance costs:
Bank charges	(0.2)	(0.1)
Interest charges for lease liabilities	-	(0.1)
Total finance costs	(0.2)	(0.2)
Finance income:
Bank interest receivable	0.4	0.8
Discount unwind on Beyond Air consideration	-	0.1
Total finance income	0.4	0.9

8. Income tax

The income tax expense or credit is the tax payable on the current period's taxable income based on each jurisdiction's income tax rate, adjusted for changes in deferred tax assets and liabilities attributable to temporary differences and unused tax losses.

The current income tax is calculated based on the tax laws enacted or substantively enacted at the end of the reporting period in the countries where the company and its subsidiaries operate and generate taxable income.

Current tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is recognised either in other comprehensive income or directly in equity.

Income tax expense

	2025 £m	2024 £m
Current tax
Current tax on profits for the year	(0.1)	(0.1)
Total current tax expense	(0.1)	(0.1)
Deferred income tax
Decrease in deferred tax assets (note 17)	(4.1)	(4.3)
Total deferred tax expense	(4.1)	(4.3)
	(4.2)	(4.4)
Income tax expense is attributable to:
Profit from continuing operations	(4.2)	(4.4)

NIOX GROUP PLC | ANNUAL REPORT & ACCOUNTS YEAR ENDED 31 DECEMBER 2025

GROUP FINANCIAL STATEMENTS

Notes to the financial statements

8. Income tax (continued)

Numerical reconciliation of income tax expense to prima facie tax payable

The tax expense (2024: expense) for the year is higher (2024: higher) than the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%). The differences are explained below:

	2025 £m	2024 £m
Profit from continuing operations before tax	11.2	7.8
Profit from discontinued operations before tax	-	0.3
Profit before tax	11.2	8.1
Tax at the UK tax rate of 25.00% (2024: 25%)	(2.8)	(2.0)
Tax effect of amounts which are not deductible (taxable) in calculating taxable income:
Expenses not deductible for tax purposes	(0.6)	-
Difference in overseas tax rates	0.6	0.9
Employee share option plan	2.7	(0.3)
Tax losses for which no deferred income tax asset was recognised	(4.1)	(3.0)
Tax expense for the year	(4.2)	(4.4)
Tax losses	2025 £m	2024 £m
Potential tax benefit of unused tax losses for which no deferred tax asset has been recognised at 25% (2024: 25%)	91.8	90.8

At 31 December 2025, the Group has tax losses to be carried forward of approximately £473.7 million (2024: £483.9 million). These can be utilised against future taxable profits with no restrictions, except as stated below. A proportion of these tax losses have been recognised as a deferred tax asset. See note 17.

NIOX Group plc and NIOX Healthcare Limited had tax losses to be carried forward of approximately £197.2 million (2024: £176.1 million). These losses have no expiry date, however, the utilisation of these losses will be restricted to 50% of profits in excess of £5.0 million generated in the United Kingdom. NIOX Inc. had federal tax losses to be carried forward of approximately £120.6 million (2024: £131.4 million). Federal losses generated after 1 January 2018 have no expiry date, however, the utilisation of these losses will be restricted to 80% of profits generated in the United States. Federal losses generated before 1 January 2018 expire after 20 years. NIOX Inc. also had state losses to be carried forward of approximately £80.8 million (2024: £89.5 million) which have been generated across multiple states and have a range of expiry periods from 5 to 20 years.

The gross amount and expiry dates of losses available for carry forward are as follows:

As at 31 December 2025	Expiring within 5 years	Expiring beyond 6 years	Unlimited	Total
	£m	£m	£m	£m
Losses for which a deferred tax asset is recognised	-	-	96.3	96.3
Losses for which no deferred tax asset is recognised	0.3	117.4	259.7	377.4
Total	0.3	117.4	356.0	473.7
As at 31 December 2024
Losses for which a deferred tax asset is recognised	-	-	108.4	108.4
Losses for which no deferred tax asset is recognised	2.3	129.1	244.1	375.5
Total	2.3	129.1	352.5	483.9

100 NIOX GROUP PLC | ANNUAL REPORT & ACCOUNTS YEAR ENDED 31 DECEMBER 2025

NIOX

9. Property, plant and equipment

Individually significant tangible assets that are intended to be used by the Group and are expected to provide economic benefit for more than one year are capitalised. The cost of all other assets is charged to the income statement on acquisition. Property, plant and equipment is stated at historical cost less depreciation. Historical cost includes expenditure that is directly attributable to the acquisition. Subsequent costs are included in the asset's carrying amount or recognised as a separate asset as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably.

| | Leasehold improvements
£m | Fixtures and fittings
£m | Plant and equipment
£m | Total property, plant and equipment
£m |
| --- | --- | --- | --- | --- |
| At 1 January 2024 | | | | |
| Cost | 0.9 | 0.9 | 1.9 | 3.7 |
| Accumulated depreciation and impairment | (0.9) | (0.7) | (1.8) | (3.4) |
| Net book amount | - | 0.2 | 0.1 | 0.3 |
| Year ended 31 December 2024 | | | | |
| Opening net book amount | - | 0.2 | 0.1 | 0.3 |
| Disposals – cost | (0.8) | (0.5) | (0.8) | (2.1) |
| Disposals – accumulated depreciation | 0.8 | 0.5 | 0.8 | 2.1 |
| Closing net book amount | - | 0.2 | 0.1 | 0.3 |
| At 31 December 2024 | | | | |
| Cost | 0.1 | 0.4 | 1.1 | 1.6 |
| Accumulated depreciation and impairment | (0.1) | (0.2) | (1.0) | (1.3) |
| Net book amount | - | 0.2 | 0.1 | 0.3 |
| Year ended 31 December 2025 | | | | |
| Opening net book amount | - | 0.2 | 0.1 | 0.3 |
| Additions – cost | - | 0.1 | 0.1 | 0.2 |
| Depreciation charge | - | (0.1) | (0.1) | (0.2) |
| Disposals – cost | - | - | (0.5) | (0.5) |
| Disposals – accumulated depreciation | - | - | 0.5 | 0.5 |
| Closing net book amount | - | 0.2 | 0.1 | 0.3 |
| At 31 December 2025 | | | | |
| Cost | 0.1 | 0.6 | 0.6 | 1.3 |
| Accumulated depreciation and impairment | (0.1) | (0.4) | (0.5) | (1.0) |
| Net book amount | - | 0.2 | 0.1 | 0.3 |

During the year, certain manufacturing equipment that had been acquired in 2015 as part of the acquisition of Prosonix Limited, with a net book value of £nil and a gross carrying amount of £0.5 million, were sold. See note 6 for further details.

Repairs and maintenance: Costs related to repairs and maintenance are charged to the income statement during the financial year in which they are incurred. Costs incurred relating to an asset that is not yet complete are capitalised and held as 'Assets under construction' until they are brought into use. The asset is then transferred to the appropriate asset class and depreciated in line with the policy below.

Depreciation and useful lives: Depreciation is calculated using the straight-line method to allocate the cost of the assets, net of any residual value, over their estimated useful lives or, in the case of leasehold improvements, the non-cancellable term of the lease, as follows:

Asset class	Depreciation rate
Leasehold improvements	Over the life of the non-cancellable term of the lease
Fixtures and fittings	20%
Plant and equipment	10% - 33%

NIOX GROUP PLC - I - ANNUAL REPORT & ACCOUNTS-YEAR ENDED 31 DECEMBER 2025

GROUP FINANCIAL STATEMENTS

Notes to the financial statements

10. Leases

NIOX leases various offices and warehouses. Rental contracts are typically for fixed periods of 2 to 5 years, but may include options to extend or terminate. Extension options (or periods after termination options) are only included when determining the lease term if the lease is reasonably certain to be extended (or not terminated).

Leases are recognised as a right-of-use asset and a corresponding liability at the date on which the leased asset is available for use. Assets and liabilities arising from a lease are initially measured at present value. Lease liabilities include the net present value of the fixed and variable lease payments, less any lease incentives receivable.

The lease payments are discounted using the Group's incremental borrowing rate, which is the rate the Group would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security, and conditions. To determine the incremental borrowing rate, the Group, where possible, uses the interest rates of recent third-party financings, adjusted to reflect changes in financing conditions since those financings were received.

Lease payments are allocated between principal and finance costs. The finance cost is charged to profit or loss over the lease period to produce a constant periodic rate of interest on the remaining balance of the liability for each period.

Right-of-use assets are measured at cost, comprising the initial measurement of the lease liability plus any lease payments made at or before the commencement date, plus any direct or restoration costs, less any lease incentives received. These assets are generally depreciated on a straight-line basis over the lease term.

Payments associated with short-term leases of equipment and vehicles, and all leases of low-value assets, are recognised on a straight-line basis as an expense in profit or loss. Short-term leases are leases with a lease term of 12 months or less. Low-value assets comprise office equipment and small items of furniture.

Amounts recognised in the statement of financial position
The consolidated statement of financial position shows the following amounts relating to leases:

	2025 £m	2024 £m
Right-of-use assets
Leasehold properties	0.9	1.4
Total	0.9	1.4
Lease liabilities
Current	(0.5)	(0.7)
Non-current	(0.5)	(0.8)
Total	(1.0)	(1.5)

Additions to the right-of-use assets during the financial year were £0.1 million (2024: £0.8 million).

Amounts recognised in the statement of comprehensive income

The consolidated statement of comprehensive income shows the following amounts relating to leases:

	Notes	2025 £m	2024 £m
Depreciation charge of right-of-use assets	4	(0.5)	(0.5)
Interest expense (included in finance costs)	7	-	(0.1)
		(0.5)	(0.6)

The total cash outflow for leases was £0.6 million (2024: £0.5 million).

Lease commitments

The lease commitments for short-term and low-value leases that are recognised as an expense on a straight-line basis are immaterial for both financial years ended 31 December 2025 and 31 December 2024.

The contractual undiscounted cash flows in respect of payments to be made to settle lease liabilities in future periods is £1.0 million (2024: £1.6 million) as follows.

	2025 £m	2024 £m
Within 1 year	0.5	0.7
Between 1 and 5 years	0.5	0.9
	1.0	1.6

NIOX GROUP PLC | ANNUAL REPORT & ACCOUNTS YEAR ENDED 31 DECEMBER 2025

NIOX

11. Goodwill

Goodwill arising on the acquisition of subsidiaries represents the excess of the consideration transferred over the fair value of the identifiable net assets acquired. Goodwill is not amortised, but it is tested for impairment annually or more frequently if events or changes in circumstances indicate that it might be impaired.

For impairment testing, goodwill is allocated to a cash-generating unit (CGU) or groups of CGUs that are expected to benefit from the business combination's synergies.

The carrying value of the CGU containing the goodwill is compared to the recoverable amount, which is the higher of value in use and the fair value less costs of disposal. Any impairment is recognised immediately as an expense and is not subsequently reversed.

Goodwill not denominated in British pound sterling is revalued each year at the closing exchange rate. Any differences arising are recognised in other comprehensive income.

	2025 £m	2024 £m
At 1 January
Cost	4.3	4.6
Net book amount	4.3	4.6
Year ended 31 December
Opening net book amount	4.3	4.6
Exchange differences	0.5	(0.3)
Closing net book amount	4.8	4.3
At 31 December
---	---	---
Cost	4.8	4.3
Net book amount	4.8	4.3

Management considers there to be only one CGU, the NIOX® business. The carrying value of goodwill is allocated to the NIOX® CGU and was generated in June 2015 on the acquisition of Aerocrine. The value in use for the NIOX® CGU was calculated over a five-year period using a pre-tax discount rate of 17.2%. Cash flows over five years have been considered appropriate based on the product lifecycle. Cash flows beyond the five years were extrapolated using the estimated terminal growth rate below. The growth rate does not exceed the long-term average growth rate for the business. The discount rate used is pre-tax and reflects specific risks relating to the Group and uncertainties surrounding the cash flow projections.

The key assumptions used for the valuation of the NIOX® CGU are as follows:

Assumption	Approach used to determine values
Valuation basis	Value in use
Sales	Based on past performance and management's expectations of market development. The growth rate for 2026 - 2030 reflects a more cautious growth rate than the historical Compound Annual Growth Rate.
Gross margin	Based on past performance and management's expectations for the future.
Operating costs	Management forecasts these costs based on the current structure of the business, adjusting for inflationary increases but not reflecting any future restructurings or cost-saving measures.
Period of specified projected cash flows	2025 – 5 years
2024 – 5 years
Long-term growth rate	Terminal growth rates are based on management's estimate of future long-term average growth rates.
2025 – 1%
2024 – 1%
Pre-tax discount rate	Reflects specific risks relating to the relevant segments and the countries in which they operate.
2025 – 17.2%
2024 – 15.7%

NIOX GROUP PLC | ANNUAL REPORT & ACCOUNTS YEAR ENDED 31 DECEMBER 2025

GROUP FINANCIAL STATEMENTS

Notes to the financial statements

12. Intangible assets

Intangible assets are carried at historical cost less accumulated amortisation where the useful economic life of the asset is finite, and the asset will probably generate economic benefits exceeding costs. The Group tests whether intangible assets have suffered any impairment at least annually, by comparing the carrying amount of the CGU's assets to their value in use.

Note 11 discloses key assumptions used in the impairment review at a CGU level.

	Customer relationships	Technology	Product development	Software	Total intangible assets
	£m	£m	£m	£m	£m
At 1 January 2024
Cost	30.0	27.2	0.2	4.4	61.8
Accumulated amortisation and impairment	(14.2)	(15.4)	-	(4.0)	(33.6)
Net book amount	15.8	11.8	0.2	0.4	28.2
Year ended 31 December 2024
Opening net book amount	15.8	11.8	0.2	0.4	28.2
Additions	-	-	0.9	0.1	1.0
Disposals - cost	-	-	-	(2.6)	(2.6)
Exchange differences on cost	(2.3)	(2.1)	-	-	(4.4)
Amortisation charge	(1.6)	(1.7)	-	(0.4)	(3.7)
Disposals – accumulative amortisation	-	-	-	2.6	2.6
Exchange differences on amortisation	1.2	1.2	-	-	2.4
Closing net book amount	13.1	9.2	1.1	0.1	23.5
At 31 December 2024
Cost	27.7	25.1	1.1	1.9	55.8
Accumulated amortisation and impairment	(14.6)	(15.9)	-	(1.8)	(32.3)
Net book amount	13.1	9.2	1.1	0.1	23.5
Year ended 31 December 2025
Opening net book amount	13.1	9.2	1.1	0.1	23.5
Additions	-	-	1.3	-	1.3
Exchange differences on cost	3.1	2.8	0.1	-	6.0
Amortisation charge	(1.6)	(1.8)	-	-	(3.4)
Exchange differences on amortisation	(1.7)	(1.9)	-	-	(3.6)
Closing net book amount	12.9	8.3	2.5	0.1	23.8
At 31 December 2025
Cost	30.8	27.9	2.5	1.9	63.1
Accumulated amortisation and impairment	(17.9)	(19.6)	-	(1.8)	(39.3)
Net book amount	12.9	8.3	2.5	0.1	23.8

NIOX GROUP PLC "I ANNUAL REPORT & ACCOUNTS YEAR ENDED 31 DECEMBER 2025

NIOX®

Amortisation and useful lives

Amortisation is calculated using the straight-line method to allocate the cost of the assets, net of any residual value, over their estimated useful lives, as follows:

Asset class	Estimated useful lives
Customer relationships	18 years
Technology	15 years
Product development	10 years
Software	5 years

The amortisation charge of £3.4 million (2024: £3.7 million) is included on the face of the statement of comprehensive income. £1.8 million (2024: £1.7 million) is included within research and development costs, £1.6 million (2024: £1.6 million) is included within sales and marketing costs and £nil (2024: £0.4 million) is included within administrative expenses.

Customer relationships

Customer relationships represent the existing customers on June 2015, the date of the acquisition of Aerocrine, who were expected to continue supporting the NIOX business. At acquisition, a remaining useful life of 18 years was determined. Amortisation has been calculated on a straight-line basis over this period from the date of acquisition.

Technology

Aerocrine developed its technology to measure fractional exhaled nitric oxide ("FeNO") in the mid-1990s. The company was the first to develop an instrument for measuring FeNO, a valuable tool in the management of airway inflammation. The Group uses this technology in its NIOX® devices. The valuation of the Technology was based on a predetermined hypothetical royalty rate attributable to its use. A remaining useful life of 15 years was determined at acquisition in June 2015. Amortisation has been calculated on a straight-line basis over this period from the date of acquisition.

Product development

The net book value of capitalised product development costs at the year-end was £2.5 million, of which £0.2 million related to NIOX VERO® and £2.3 million related to NIOX PRO®. The capitalised development costs relating to NIOX VERO® will be disposed of when the device is no longer being sold. The NIOX PRO® was launched at the end of the year; therefore, amortisation has commenced, as the product is available for use. The charge for the year was immaterial.

Expenditure on product development is capitalised as an intangible asset and amortised over the expected useful economic life of the product concerned. Capitalisation commences from the point at which technical feasibility and commercial viability of the product can be demonstrated, and the Group is satisfied that it is probable that future economic benefits will result from the product once completed. Capitalisation ceases when the product receives regulatory approval for launch.

Software

The software asset mainly relates to the ERP software, which meets the criteria for capitalisation under IAS 38. Amortisation has been calculated on a straight-line basis over the period from which the software was fully developed and operational.

Research and development

Expenditure on research and development activities that do not meet the above criteria, including intellectual property rights generated internally by the Group, is charged to the income statement as incurred. Development costs previously recognised as an expense are not recognised as an asset in a subsequent period. Intellectual property and in-process research and development from acquisitions are recognised as intangible assets at fair value. Any residual excess of consideration over the fair value of net assets in an acquisition is recognised as goodwill in the financial statements.

NIOX GROUP PLC | ANNUAL REPORT & ACCOUNTS YEAR ENDED 31 DECEMBER 2025

GROUP FINANCIAL STATEMENTS

Notes to the financial statements

13. Inventories

Inventories are valued at the lower of the acquisition cost and net realisable value. The FIFO (first in, first out) principle is used to calculate the value of inventories.

The acquisition value includes all purchase expenses. The net realisable value is the expected sale price less the expected costs of preparation and sale. Management utilises sales forecasts to calculate the required inventory level and compares it with current inventory levels to assess net realisable value.

	2025 £m	2024 £m
Finished goods	5.0	4.0

Inventory write-downs generally occur in the ordinary course of business and are recognised in cost of sales. Inventory purchased as sample stock is recognised immediately as a sales and marketing cost.

Inventories recognised as an expense during the year ended 31 December 2025 amounted to £12.7 million (2024: £10.0 million). These were included in cost of sales.

14. Trade and other receivables

Trade receivables are amounts due from customers for goods sold or services performed in the ordinary course of business. They are generally due for settlement within 30 days and therefore classified as current. Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less credit loss allowance. Due to the short-term nature of current trade and other receivables, their carrying amount is considered to be the same as their fair value. The Group applies the IFRS 9 simplified approach to measuring expected credit losses, which uses a lifetime expected loss allowance for all trade receivables. Trade receivables are written off when there is no reasonable expectation of recovery.

Other receivables are recognised initially at fair value and subsequently measured at amortised cost, using the effective interest method, less any provision for impairment.

Receivables from subsidiary undertakings are amounts provided by the Company to its subsidiaries in order to undertake commercial operations. All receivables are unsecured, some have fixed contractual repayment dates, and others are repayable on demand. Interest is charged at a rate of 4% above the relevant risk-free rate. Receivables from subsidiary undertakings are recognised initially at fair value and subsequently measured at amortised cost, using the effective interest method, less provision for impairment. Recoverability of the amounts is dependent on the future profitability of subsidiary undertakings.

	Group			Company
	2025 £m	2024 £m	2025 £m	2024 £m
Trade receivables	4.4	4.6	-	-
Prepayments and accrued income	0.6	0.7	0.3	0.2
Other receivables	1.0	0.9	-	-
Receivables from subsidiary undertakings	-	-	1.5	1.9
Total trade and other receivables	6.0	6.2	1.8	2.1

Included within trade receivables is £0.4 million (2024: £0.2 million) of invoices that were more than 30 days past due at the end of the reporting year, but which have not been impaired.

106
NIOX GROUP PLC | ANNUAL REPORT & ACCOUNTS YEAR ENDED 31 DECEMBER 2025

NIOX

15. Trade and other payables

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. They are initially recognised at fair value and subsequently held at amortised cost. Trade payables are unsecured and are usually paid within 30 days of recognition and therefore classified as current liabilities. Due to the short-term nature of current trade and other payables, their carrying amount is considered to be the same as their fair value. If payment is due after more than one year, it is presented as a non-current liability.

Other payables (including social security and other taxes and accruals) are recognised initially at fair value and subsequently measured at amortised cost.

Payables to subsidiary undertakings are amounts provided to the Company by its subsidiaries in order to undertake commercial operations. All payables are unsecured and have fixed contractual repayment dates. Interest is charged at a rate 4% above the relevant risk-free rate. Payables to subsidiary undertakings are recognised initially at fair value and subsequently measured at amortised cost.

	Group			Company
	2025 £m	2024 £m	2025 £m	2024 £m
Payables due within one year
Trade payables	2.2	1.6	-	0.2
Social security and other taxes	2.0	0.9	-	-
Accruals	2.9	4.5	0.5	0.8
Other payables	0.5	0.4	-	-
Payables to subsidiary undertakings	-	-	12.5	7.1
Total current trade and other payables	7.6	7.4	13.0	8.1
Payables due after more than one year
Payables to subsidiary undertakings	-	-	65.1	46.5
Total non-current trade and other payables	-	-	65.1	46.5

NIOX GROUP PLC | ANNUAL REPORT & ACCOUNTS YEAR ENDED 31 DECEMBER 2025

GROUP FINANCIAL STATEMENTS

Notes to the financial statements

16. Financial instruments

Financial instruments are recognised when the Group becomes party to the contractual provisions of the instrument. The Group measures financial instruments on initial recognition at fair value.

The main risks associated with the Group's financial instruments relate to credit risk and foreign currency risk. See note 35. The maximum exposure to credit risk at the end of the reporting year is the carrying amount of each class of financial assets mentioned below.

Where derivatives exist in the financial year, they are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value at each reporting date, with any resulting gain or loss recognised through the income statement.

Financial assets

The Group classifies its financial assets depending on the Company's business model for managing the financial assets and the contractual terms of the cash flows. Financial assets can be classified in the following measurement categories:

Those to be measured subsequently at fair value (gains and losses will be recorded either in profit or loss or in OCI).
Those to be measured at amortised cost.

The Group classifies its financial assets at amortised cost only if both of the following criteria are met:

the asset is held within a business model whose objective is to collect the contractual cash flows; and
the contractual terms give rise to cash flows that are solely payments of principal and interest.

The Group had the following financial assets at 31 December each year:

Financial assets	2025	2024
	£m	£m
Financial assets at amortised cost
Trade and other receivables (excluding prepayments and recoverable taxes)	4.6	4.7
Cash and cash equivalents	19.9	10.9
	24.5	15.6

The Company had the following financial assets at 31 December each year:

Financial assets	2025	2024
	£m	£m
Financial assets at amortised cost
Cash and cash equivalents	8.6	1.3
Receivables from subsidiary undertakings	1.5	1.9
	10.1	3.2

Financial liabilities

The Group classifies financial liabilities at amortised cost.

The Group had the following financial liabilities at 31 December each year:

Financial assets	2025 £m	2024 £m
Financial liabilities at amortised cost
Trade and other payables	7.6	7.4
Lease liabilities	1.0	1.5
	8.6	8.9

The Company had the following financial liabilities at 31 December each year:

Financial assets	2025 £m	2024 £m
Financial liabilities at amortised cost
Trade and other payables	0.5	1.0
Payables to subsidiary undertakings	77.6	53.6
	78.1	54.6

The directors consider that the fair values of the Group's financial instruments do not differ significantly from their book values.

NIOX GROUP PLC | ANNUAL REPORT & ACCOUNTS YEAR ENDED 31 DECEMBER 2025

NIOX

17. Deferred tax

Deferred tax is accounted for using the liability method in respect of temporary differences arising between the carrying amount of assets and liabilities and the corresponding tax bases used in the computation of taxable profit. In principle, deferred tax liabilities are recognised for all taxable temporary differences and deferred tax assets are recognised only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses.

Deferred tax is calculated at the average tax rates that are expected to apply to the period when the asset is realised, or the liability is settled. Deferred tax is charged or credited in the statement of comprehensive income, except when it relates to items credited or charged directly to equity, in which case the deferred tax is also dealt with in equity.

Deferred tax assets and liabilities are offset where there is a legally enforceable right to offset current tax assets and liabilities and where the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Deferred tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively.

On consolidation, a net deferred tax asset in respect of deductible temporary differences relating to tax losses is recognised to the extent of the relevant deferred tax liability relating to intangible assets. These balances relate to the same taxation authority and have therefore been offset.

Of the total net deferred tax asset, £3.9 million (2024: £4.1 million) is expected to be recovered within 12 months, and £11.6 million (2024: £13.7 million) is expected to be recovered beyond 12 months.

Deferred taxes at the balance sheet date are measured using the substantially enacted tax rates in the relevant jurisdictions in which the Group operates. Swedish deferred tax assets and liabilities are recognised at 20.6% (2024: 20.6%).

Significant estimate: impact of possible changes in key assumptions

The deferred tax asset includes £15.5 million (2024: £17.8 million) which relates to carried-forward tax losses of NIOX AB (previously known as Circassia AB and Aerocrine AB). These losses were generated before NIOX Group plc acquired the company. Management have concluded that the deferred tax assets will be recoverable using the estimated future taxable income based on the subsidiary's approved business plans and budgets.

NIOX AB generated taxable income from the year ended 2017, and per management forecasts, the entity is expected to continue being profitable for at least the next five years, which has resulted in the full recognition of a deferred tax asset in relation to carried forward trading losses. The losses can be carried forward indefinitely and have no expiry date.

If NIOX AB's future profits were 10% lower than management's estimates, the deferred tax asset recognised would not change (2024: the deferred tax asset would not change)

	Intangible assets £m	Tax losses £m	Net deferred tax asset £m
As at 1 January 2024	(6.3)	30.1	23.8
Credited/ (charged) to the income statement	0.7	(5.0)	(4.3)
Credited/ (charged) to other comprehensive income	0.9	(2.6)	(1.7)
As at 31 December 2024	(4.7)	22.5	17.8
At 1 January 2025	(4.7)	22.5	17.8
Credited/ (charged) to the income statement	0.2	(4.3)	(4.1)
Credited to other comprehensive income	-	1.8	1.8
As at 31 December 2025	(4.5)	20.0	15.5

NIOX GROUP PLC | ANNUAL REPORT & ACCOUNTS YEAR ENDED 31 DECEMBER 2025

GROUP FINANCIAL STATEMENTS

Notes to the financial statements

18. Cash flow information

Reconciliation of profit before tax to net cash generated from operations

| | Notes | 2025
£m | 2024
£m |
| --- | --- | --- | --- |
| Profit from continuing operations before tax | | 11.2 | 7.8 |
| Profit from discontinued operations before tax | 24 | - | 0.3 |
| Profit before tax | | 11.2 | 8.1 |
| Adjustments for: | | | |
| Finance income | 7 | (0.4) | (0.9) |
| Finance costs | 7 | 0.2 | 0.2 |
| Depreciation charge of right-of-use assets | 10 | 0.5 | 0.5 |
| Depreciation charge of property, plant and equipment | 9 | 0.2 | - |
| Amortisation charge of intangible assets | 12 | 3.4 | 3.7 |
| Employee share-based payments | | 1.1 | 1.9 |
| Net exchange differences | | (0.1) | 0.7 |
| Changes in working capital: | | | |
| Decrease in trade and other receivables | | 0.5 | 2.8 |
| (Increase)/decrease in inventories | | (0.7) | 0.5 |
| Decrease in trade and other payables | | (0.2) | (0.1) |
| Cash generated from operations | | 15.7 | 17.4 |

Non-cash investing and financing activities

Non-cash investing and financing activities disclosed in other notes are:

acquisition of right-of-use assets – note 10.
options and shares issued to employees for no cash consideration – note 30.

110
NYOX GROUP PLC | ANNUAL REPORT & ACCOUNTS YEAR ENDED 31 DECEMBER 2025

NIOX

19. Share capital

Ordinary shares are classified as equity and have a nominal value of £0.0008. They entitle the holder to participate in dividends and to share in the proceeds of winding up the company in proportion to the number of and amounts paid on the shares held. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

Where the Company purchases its own equity instruments, those shares are held as treasury shares until they are cancelled or reissued. Where such ordinary shares are cancelled, the share capital is held within a capital redemption reserve. Treasury shares are considered issued but not outstanding and are not included in the calculation of earnings per share or dividends.

| Group and Company | 2025
£m | 2024
£m |
| --- | --- | --- |
| 417,896,847 (2024: 397,980,550) ordinary shares of 0.08p each, fully paid | 0.3 | 0.3 |
| Nil (2024: 10,000,000) treasury shares of 0.08p each, fully paid | - | - |
| Total share capital | 0.3 | 0.3 |

On 18 October 2024, the Company purchased 26,250,000 of its own Ordinary Shares, with an aggregate nominal value of £21,000, which were held in treasury.

Subsequently, the Company cancelled 16,250,000 of these treasury shares. The Company reduced the amount of its issued share capital by the nominal value of the cancelled shares, being £13,000. The nominal value of the cancelled treasury shares was transferred to a capital redemption reserve in line with the Companies Act.

During the year, the remaining 10,000,000 treasury shares were used to satisfy the exercise of nil-cost share options by Messrs Johnson and Roller. As at 31 December 2025, no shares were held in treasury (2024: ten million).

Movements in share capital
	Number of shares	2025		2024
		Nominal value
£m	Nominal value
£m
As at 1 January	407,980,550	0.3	420,907,123	0.3
Shares issued to employees in lieu of bonus	612,850	-	1,224,557	-
Employee share scheme issues	19,303,447	-	2,098,870	-
Issue of treasury shares	(10,000,000)	-	-	-
Cancellation of treasury shares	-	-	(16,250,000)	-
As at 31 December	417,896,847	0.3	407,980,550	0.3

20. Share premium

| Group and Company | 2025
£m | 2024
£m |
| --- | --- | --- |
| At 1 January | 0.2 | 0.1 |
| Proceeds received from exercise of share options | 0.1 | 0.1 |
| At 31 December | 0.3 | 0.2 |

NIOX GROUP PLC | ANNUAL REPORT & ACCOUNTS YEAR ENDED 31 DECEMBER 2025

GROUP FINANCIAL STATEMENTS

Notes to the financial statements

21. Other reserves

The following table shows a breakdown of other reserves and their movements during the year.

A description of the nature and purpose of each reserve is provided below the table.

Group	Share-based payments reserve	Translation reserve	Transactions with non-controlling interests	Total other reserve
	£m	£m	£m	£m
At 1 January 2024	17.4	6.9	(6.1)	18.2
Employee share-based payments	1.6	-	-	1.6
Exchange differences on translation of foreign operations	-	(4.2)	-	(4.2)
At 31 December 2024	19.0	2.7	(6.1)	15.6
Employee share-based payments	0.5	-	-	0.5
Exchange differences on translation of foreign operations	-	5.5	-	5.5
At 31 December 2025	19.5	8.2	(6.1)	21.6
Company	Share-based payments reserve		Total other reserves
		£m		£m
At 1 January 2024		17.4		17.4
Employee share-based payments		1.6		1.6
At 31 December 2024		19.0		19.0
Employee share-based payments		0.5		0.5
At 31 December 2025		19.5		19.5

Nature and purpose of other reserves

Share-based payments reserve

The share-based payments reserve is used to recognise:

the grant date fair value of options issued to employees but not exercised;
the grant date fair value of shares issued to employees; and
the grant date fair value of deferred shares granted to employees but not yet vested.

NIOX Group plc does not transfer any amounts from this reserve on the exercise or lapse of options.

Translation reserve

Exchange differences arising on the translation of the foreign controlled entities are recognised in other comprehensive income and accumulated in a separate reserve within equity. The cumulative amount is reclassified to profit or loss when the net investment is disposed of.

Transactions with non-controlling interests

This reserve records the differences arising from transactions with non-controlling interests that do not result in a loss of control.

NIOX GROUP PLC | ANNUAL REPORT & ACCOUNTS YEAR ENDED 31 DECEMBER 2025

NIOX

22. Retained earnings

Where the Company purchases its own equity instruments, the consideration paid, including any directly attributable incremental costs, is deducted from retained earnings and held as treasury shares until the shares are cancelled or reissued.

Movements in retained earnings were as follows:

	Group		Company
	2025 £m	2024 £m	2025 £m	2024 £m
At 1 January	43.4	65.2	127.3	134.2
Profit/ (loss) for the year	7.0	3.7	(11.0)	18.6
Dividends	(5.0)	(4.2)	(5.0)	(4.2)
Acquisition of own shares	-	(21.0)	-	(21.0)
Share buy-back transaction costs	-	(0.3)	-	(0.3)
At 31 December	45.4	43.4	111.3	127.3

On 18 October 2024, the Company purchased 26,250,000 of its own Ordinary Shares with an aggregate nominal value of £21,000. Retained earnings were reduced by £21.0 million, being the aggregate consideration paid for these shares.

Subsequently, the Company cancelled 16,250,000 of the shares held in treasury. The Company reduced the amount of its issued share capital by the nominal value of the cancelled shares, being £13,000, and transferred this to a capital redemption reserve.

23. Dividends

Provision is made for the value of any dividend declared, being appropriately authorised and no longer at the discretion of the entity, on or before the end of the reporting period but not distributed at the end of the reporting period.

Group and Company	2025 £m	2024 £m
Final dividend for the year ended 31 December 2024 of 1.25 pence (2023: 1 pence) per fully paid share – declared in 2025.	5.0	-
Final dividend for the year ended 31 December 2023 of 1 pence (2022: £nil) per fully paid share – declared in 2024.	-	4.2

In addition to the above dividends, since year end the directors have recommended the payment of a final dividend of 1.55 pence per fully paid ordinary share (2024: 1.25 pence). The aggregate amount of the proposed dividend expected to be paid after the reporting date, out of retained earnings at 31 December 2025, but not recognised as a liability at year end is £6.5 million (2024: £5.0 million).

NIOX GROUP PLC | ANNUAL REPORT & ACCOUNTS YEAR ENDED 31 DECEMBER 2025

GROUP FINANCIAL STATEMENTS

Notes to the financial statements

24. Discontinued operations

A discontinued operation is a component of the Group's business that represents a separate major line of business or geographical area of operations that will not be progressed in the future. Discontinued operations are presented on the income statement as a separate line and are shown net of tax.

Previously, the Group sold Tudorza® and Duaklir® in the United States, where it was indicated for the maintenance treatment of patients with chronic obstructive pulmonary disease ("COPD"). The decision to treat the COPD business as discontinued was made on 9 April 2020 when it was announced that the development and commercialisation agreement with AstraZeneca relating to this business was terminating. There were no assets or liabilities classified as held for sale in relation to the discontinued operation.

| Profit for the year | 2025
£m | 2024
£m |
| --- | --- | --- |
| Revenue | - | 0.3 |
| Profit from discontinued operations | - | 0.3 |
| Cash flow | 2025
£m | 2024
£m |
| Net cash outflow from operating activities | - | (0.8) |
| Net cash used in discontinued operations | - | (0.8) |

Revenue relates to a revision of the rebate accrual based on information and claims received during the year and forward-looking assumptions as to the value of claims expected to be received in future financial years.

The cash outflow relates to the settlement of certain contractual liabilities, principally rebates and returns, that were accrued when the business was discontinued.

The total accrual recognised on the balance sheet relating to discontinued operations as at 31 December 2025 was £0.1 million (2024: £0.1 million).

25. Investments in subsidiaries

Investments in subsidiary companies are recognised and carried at cost less any identified impairment losses at the end of each reporting period, which is the carrying value of the investment.

Investments are assessed annually to determine if there is any indication of impairment or reversal. An investment is impaired where there is objective evidence that the estimated future cash flows of the investment have been affected so that the present value of future cash flows is lower than the carrying value of the investment. Impairment losses are subsequently reversed when there is an increase in the subsidiary's estimated future cash flows.

Capital contribution relating to share-based payments pertains to share-based compensation benefits granted by the Company to employees of subsidiary undertakings of the Group. Further details on the Group's share schemes can be found in note 30.

| Company | 2025
£m | 2024
£m |
| --- | --- | --- |
| Investments in subsidiaries at 1 January | 198.0 | 174.9 |
| Capital contribution relating to share-based payments | 1.1 | 1.9 |
| Decrease in provision held against investments | - | 21.2 |
| Investments in subsidiaries at 31 December | 199.1 | 198.0 |

Key assumptions used in the impairment review are disclosed in note 11.

114 NIOX GROUP PLC -1- ANNUAL REPORT & ACCOUNTS YEAR ENDED 31 DECEMBER 2025

NIOX

Management concluded that no change was required to the investment provision. This decision was based on the latest forecasts, which support the carrying value.

Significant estimate: impact of possible changes in key assumptions

Changes in the value in use of the subsidiaries might result in a significantly higher or lower carrying value of investments. 10% lower value in use would result in a £19.9 million (2024: 10% higher, £12.4m) change to the carrying value of investments.

The Group's subsidiaries at 31 December 2025 and 2024 are set out below. Unless otherwise stated, they have share capital consisting solely of ordinary shares and the proportion of ownership interest held equals the voting rights held by the Group. The country of incorporation is also the principal place of business.

Name of entity	Address of the registered office	Country of incorporation	Principal activities	Ownership interest held by NIOX Group plc		Ownership interest held by the Group
				2025	2024	2025	2024
NIOX Healthcare Limited	Magdalen Centre, 1 Robert Robinson Ave, The Oxford Science Park, Oxford, England, OX4 4GA, UK	UK	Sale of devices for management of asthma	100%	100%	100%	100%
NIOX AB	Hansellisgatan 13, 754 50, Uppsala, Sweden	Sweden	Development and sale of devices for management of asthma	-	-	100%	100%
NIOX GmbH	Hessenring 89, 61348 Bad Homburg, Germany	Germany	Sale of devices for management of asthma	-	-	100%	100%
NIOX Inc.	1100 Perimeter Park Drive, Suite 114, Morrisville, North Carolina 27560, USA	USA	Sale of devices for management of asthma	100%	100%	100%	100%
Circassia (Shanghai) Medical Device Co. Limited	Room 1514, Building 3, No. 1150 Lanfeng Road, Fengxian District, Shanghai, PR China	China	Sale of devices for management of asthma	100%	100%	100%	100%
NIOX Limited	Magdalen Centre, 1 Robert Robinson Ave, The Oxford Science Park, Oxford, England, OX4 4GA, UK	UK	Dormant	100%	100%	100%	100%

All subsidiary undertakings are included in the consolidation.

26. Contingent liabilities and assets

There were no contingent liabilities as at 31 December 2025 or at 31 December 2024.

The Group is entitled to receive royalties from Beyond Air equal to 5% of net sales of the LungFit® PH device. The royalties began accruing on 1 October 2024 and are capped at $6.0 million. A contingent asset has not been recognised as a receivable at 31 December 2025 or at 31 December 2024, because the timing and quantum of these royalties is not virtually certain.

NIOX GROUP PLC | ANNUAL REPORT & ACCOUNTS YEAR ENDED 31 DECEMBER 2025

GROUP FINANCIAL STATEMENTS

Notes to the financial statements

27. Commitments

At the end of the reporting period, capital expenditure contracted for the NIOX PRO® development, but not recognised as a liability, is £nil (2024: £0.4 million).

28. Events occurring after the reporting date

Refer to note 23 for details of the final dividend recommended by the directors to be paid after the reporting date.

29. Related party transactions

Group

There is no ultimate controlling party of the Group as ownership is split between the Company's shareholders. The most significant shareholders as at 31 December 2025 and 2024 are as follows:

Name	Ownership interest
	2025	2024
Harwood Capital LLP*	16.79%	17.64%
AstraZeneca plc	15.82%	16.61%

*Harwood Capital LLP acts as investment manager to North Atlantic Smaller Companies Investment Trust plc

No transactions with related parties occurred during the years ended 31 December 2025 or 31 December 2024 as classified under IAS24.

During 2024, NIOX Group plc purchased 22,637,554 Ordinary Shares from related parties as part of a Tender Offer. The purchase price was 80 pence per share.

30. Share-based payments

Share-based compensation benefits are provided to employees through share option schemes and deferred share schemes.

Share option schemes

Share options have been awarded under the Save As You Earn Scheme (the "SAYE Scheme") and the PSP Share Option Scheme (the "PSP Scheme").

The share options outstanding can be summarised as follows:

| | 2025
Number of ordinary shares
('000) | 2024
Number of ordinary shares
('000) |
| --- | --- | --- |
| SAYE Scheme^{1} | 444 | 391 |
| PSP Scheme^{2} | 13,945 | 30,118 |
| Total share options outstanding at 31 December | 14,389 | 30,509 |

1 Options granted under the SAYE Scheme have a fixed exercise price based on a discounted market price at the grant date. Exercise of options under this scheme is subject to continued employment. Options typically vest over a period of three years and expire three and a half years after grant.

2 Options granted under the PSP Scheme have a fixed exercise price of 0.08 pence per share and are subject to additional vesting performance conditions. Exercise of options under this scheme is subject to continued employment and achievement of both market and non-market performance targets. Options typically vest over a period of three years and expire ten years after the grant.

116 NIOX GROUP PLC | ANNUAL REPORT & ACCOUNTS YEAR ENDED 31 DECEMBER 2025

NIOX

Set out below are summaries of options granted under the plan:

| | 2025
Number of
options | 2025
Average exercise price
per share option | 2024
Number of
options | 2024
Average exercise price
per share option |
| --- | --- | --- | --- | --- |
| | '000 | £ | '000 | £ |
| As at 1 January | 30,509 | 0.01 | 28,904 | 0.01 |
| Granted during the year | 3,275 | 0.0252 | 4,282 | 0.0168 |
| Forfeited during the year | (92) | 0.1032 | (254) | 0.0154 |
| Exercised during the year | (19,303) | 0.0020 | (2,423) | 0.0441 |
| As at 31 December | 14,389 | 0.02 | 30,509 | 0.01 |
| Vested and exercisable at 31 December | 2,021 | - | 14,335 | - |

Options exercised in 2025 resulted in 19,303,447 (2024: 2,041,937) shares being issued at a weighted average price of £0.0020 (2024: £0.0441) each. The exercise of nil options were satisfied in cash (2024: 380,792).

No options expired during the periods covered by the above tables.

Share options outstanding at the end of the year have the following expiry dates and exercise prices:

| Scheme | Grant year | Expiry year | Exercise price
per share
(pence) | Share options
2025
'000 | Share options
2024
'000 |
| --- | --- | --- | --- | --- | --- |
| PSP 2016 | 2016 | 2026 | 0.08 | 36 | 36 |
| PSP 2017 | 2017 | 2027 | 0.08 | 20 | 20 |
| PSP 2019 | 2019 | 2029 | 0.08 | - | 11,128 |
| PSP 2020 | 2020 | 2030 | 0.08 | 670 | 3,150 |
| PSP 2022 | 2022 | 2032 | 0.08 | 1,295 | 6,863 |
| PSP 2023 | 2023 | 2033 | 0.08 | 4,919 | 4,919 |
| PSP 2024 | 2024 | 2034 | 0.08 | 3,898 | 4,002 |
| PSP 2025 | 2025 | 2035 | 0.08 | 3,107 | - |
| SAYE 2022 | 2022 | 2025 | 29.19 | - | 79 |
| SAYE 2023 | 2023 | 2027 | 52.77 | 178 | 178 |
| SAYE 2024 | 2024 | 2027 | 51.31 | 98 | 134 |
| SAYE 2025 | 2025 | 2028 | 47.74 | 168 | - |
| Total share options outstanding at 31 December | | | | 14,389 | 30,509 |

The weighted average remaining contractual life of share options outstanding at the end of the year was 7.8 years (2024: 6.8 years).

NIOX GROUP PLC | ANNUAL REPORT & ACCOUNTS YEAR ENDED 31 DECEMBER 2025

GROUP FINANCIAL STATEMENTS

Notes to the financial statements

30. Share-based payments continued

Valuation models

The fair value of PSP and SAYE share options granted during the year was determined using the Monte Carlo Simulation model, the Finnerty model and the Black Scholes model, depending on the vesting period.

Monte Carlo Simulation

The Monte Carlo Simulation model has been used to value the portion of the awards which have a market performance vesting condition. The model incorporates a discount factor into the fair value to reflect the performance conditions.

The model inputs for options granted during the year ended 31 December 2025 and 2024 included:

	2025	2024
Exercise price	£0.0008	£0.0008
Share price	£0.65	£0.64
Expected volatility	33.00%	35.77%
Expected life	3 years	3 years
Expected dividend yield¹	0.00%	0.00%
Risk-free interest rate	3.90%	4.09%

¹Participants are entitled to receive dividend equivalents; therefore, dividend yield does not impact the fair value of these awards and has been set to zero.

The weighted average fair value of options granted during the year, determined using the Monte Carlo Simulation model at the grant date, was £0.32 per option (2024: £0.31).

Finnerty

Certain awards made under the PSP scheme to Executive Directors are subject to an additional two-year post-vesting holding period. The Finnerty model (an at-market put option variant of the Black-Scholes model) has been used to determine a discount for the lack of marketability.

The model inputs for options granted during the year ended 31 December 2025 and 2024 included:

	2025	2024
Exercise price	£0.0008	£0.0008
Share price	£0.65	£0.64
Expected volatility	32.67%	32.50%
Expected life	5 years	5 years
Expected dividend yield¹	0.00%	0.00%
Risk-free interest rate	4.23%	3.81%

¹ Participants are entitled to receive dividend equivalents; therefore, dividend yield does not impact the fair value of these awards and has been set to zero.

This discount has only been applied to the shares subject to the sales restriction (i.e., post any permitted sales for tax/legal purposes and any lapses from failing to meet performance conditions).

The weighted average fair value of options granted during the year, determined using the Finnerty model at the grant date, was £0.31 (2024: £0.27) per option.

NIOX GROUP PLC FINANCIAL REPORT & ACCOUNTS YEAR ENDED 31 DECEMBER 2025

NIOX

Black Scholes

The Black Scholes model has been used to value the SAYE scheme options, as they are not subject to market-based performance conditions and have a fixed term.

The model inputs for options granted during the year ended 31 December 2025 and 2024 included:

	2025	2024
Exercise price	£0.4774	£0.5131
Share price	£0.67	£0.70
Expected volatility	34.29%	37.08%
Expected life	3.31 years	3.34 years
Expected dividend yield	1.87%	1.43%
Risk-free interest rate	3.75%	4.42%

The weighted average fair value of options granted during the year, determined using the Black Scholes model at the grant date, was £0.26 per option (2024: £0.28).

Deferred share schemes

Under the Group's short-term incentive scheme, Executive Directors received their annual bonus for the financial years ended 31 December 2022 and 2023 in shares, with 25% granted following the year end, and the remaining 75% deferred for a further two years, other than for the sale of shares to satisfy any tax liability created on the grant. They automatically convert into one ordinary share on vesting at an exercise price of 0.08 pence per share. The Executive Directors' annual bonus for the financial year ended 31 December 2024 and onwards was awarded in cash.

The following table shows the deferred shares granted and outstanding at the beginning and end of the reporting period:

| | 2025
Number
('000) | 2024
Number
('000) |
| --- | --- | --- |
| As at 1 January | 748 | 632 |
| Granted | - | 1,341 |
| Exercised | (613) | (1,225) |
| Total deferred shares outstanding at 31 December | 135 | 748 |

The weighted average remaining contractual life of deferred shares outstanding at the end of the year was 0.2 years (2024: 0.8 years).

Expenses arising from share-based payment transactions

Total expenses arising from share-based payment transactions recognised during the period as part of employee benefit expenses were as follows:

| | 2025
£m | 2024
£m |
| --- | --- | --- |
| Options issued under the SAYE scheme | 0.1 | 0.1 |
| Options issued under the PSP scheme | 1.1 | 1.3 |
| Dividend equivalent to be paid under the PSP scheme | 0.6 | 0.3 |
| Deferred shares issued under the deferred bonus scheme | 0.1 | 0.2 |
| Total share-based payment expenses | 1.9 | 1.9 |

NIOX GROUP PLC | ANNUAL REPORT & ACCOUNTS YEAR ENDED 31 DECEMBER 2025

GROUP FINANCIAL STATEMENTS

Notes to the financial statements

31. Earnings per share

Basic earnings per share is calculated by dividing the profit or loss attributable to the Company's owners by the weighted average number of ordinary shares outstanding during the financial year, excluding treasury shares.

Diluted earnings per share is calculated only when a profit is made. Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to account for:

the after-income tax effect of interest and other financing costs associated with dilutive potential ordinary shares; and
the weighted average number of additional ordinary shares that would have been outstanding, assuming the conversion of all dilutive potential ordinary shares.

Basic earnings per share	2025	2024
	Pence	Pence
From continuing operations	1.69	0.81
From discontinued operations	-	0.07
Total basic earnings per share attributable to the ordinary equity holders of the Company	1.69	0.88
Diluted earnings per share
---	---	---
From continuing operations	1.64	0.76
From discontinued operations	-	0.07
Total diluted earnings per share attributable to the ordinary equity holders of the Company	1.64	0.83
Reconciliation of earnings used in calculating earnings per share	2025	2024
---	---	---
	£m	£m
Basic and diluted earnings per share
Profit attributable to the ordinary equity holders of the Company used in calculating basic and dilutive earnings per share:
From continuing operations	7.0	3.4
From discontinued operations	-	0.3
Profit used as the basis of calculating basic and diluted earnings per share	7.0	3.7

The earnings used in calculating basic and diluted earnings per share are the same.

Adjusted basic earnings per share uses adjusted EBITDA which eliminates interest, tax, depreciation, amortisation and share-based payment expenses.

The comparatives have been restated to align with the adjusted EBITDA metric as the primary measure of performance.

Adjusted EBITDA is reconciled within the alternative performance measures on page 130.

Adjusted basic earnings per share	2025	2024
	Pence	Restated Pence
From continuing operations	4.03	3.23
From discontinued operations	-	0.07
Total adjusted basic earnings per share attributable to the ordinary equity holders of the Company	4.03	3.30

NIOX GROUP PLC'1'ANNUAL REPORT & ACCOUNTS YEAR ENDED 31 DECEMBER 2025

NIOX

Weighted average number of shares used as the denominator	2025	2024
Weighted average number of ordinary shares used as the denominator in calculating basic earnings per share	414,168,243	418,211,904
Adjustments for calculation of diluted earnings per share:
Share options^{1}	11,912,490	29,247,771
Deferred shares^{2}	134,961	745,898
Weighted average number of ordinary shares and potential ordinary shares used as the denominator in calculating diluted earnings per share	426,215,694	448,205,573

Share options

Options granted to employees are considered to be potential ordinary shares. They have been included in the determination of diluted earnings per share if the required performance targets are expected to be met based on the Company's performance and to the extent to which they are dilutive. The options have not been included in the determination of basic earnings per share. Details relating to the options are set out in note 30.

Deferred shares

Rights to deferred shares granted to Executive Directors under the Group's short-term incentive scheme are included in the calculation of diluted earnings per share, assuming that all outstanding rights will vest. The rights are not included in the determination of basic earnings per share. Further information about the rights is provided in note 30.

Treasury shares

The ten million treasury shares held by the Company in the prior year were not included in the calculation of the weighted average number of ordinary shares used as the denominator in calculating both basic and diluted earnings per share.

32. Auditors' remuneration

During the year, the Group (including its overseas subsidiaries) obtained the following services from the Group's auditors and its associates:

	2025 £m	2024 £m
Fees payable to the Group's auditors and its associates for the audit of the Parent Company and consolidated financial statements	0.2	0.2
Fees payable to the Group's auditors and its associates for other services:
- Audit of the financial statements of the Company's subsidiaries	0.1	0.1
Total auditors' remuneration	0.3	0.3

During the year, the Group's auditors provided non-audit services relating to the provision of signed statements required under Swedish regulations for a cash repatriation scheme for NIOX AB, for which fees of £2,014 were incurred. Non-audit fees paid in 2024 were £nil.

NIOX GROUP PLC | ANNUAL REPORT & ACCOUNTS YEAR ENDED 31 DECEMBER 2025

GROUP FINANCIAL STATEMENTS

Notes to the financial statements

33. Summary of other accounting policies

This note provides a list of the other potentially material accounting policies adopted in the preparation of these consolidated financial statements to the extent that they have not already been disclosed in the previous notes. These policies have been consistently applied to all the years presented unless otherwise stated.

Basis of preparation

General information

These financial statements are consolidated and Parent Company financial statements for the group consisting of NIOX Group plc and its subsidiaries. A list of subsidiaries is included in note 25.

Amounts presented in the financial statements are rounded to the nearest £0.1 million unless otherwise stated.

The financial statements were authorised for issue by the directors on 23 March 2026.

All press releases, financial reports and other information are available at our Investors' Centre on our website: www.investors.niox.com

Compliance with IFRS and historical cost convention

The consolidated financial statements of NIOX Group plc have been prepared in compliance with UK-Adopted International Accounting Standards and the historical cost convention, as well as with the requirements of the Companies Act 2006 as applicable to companies reporting under those standards. The financial statements have been prepared using the historical cost convention and on a going concern basis.

The Parent Company accounts of NIOX Group plc have been prepared in accordance with Financial Reporting Standard 101, 'Reduced Disclosure Framework' (FRS 101 and with the requirements of the Companies Act 2006). The following exemptions from the requirements of IFRS have been applied in the preparation of the Parent Company accounts, in accordance with FRS 101:

IAS 1 'Presentation of financial statements' - 10(d) (statement of cash flows)
IAS 1 'Presentation of financial statements' - 111 (statement of cash flow information)
IAS 7 'Statement of cash flows'
The requirements in IAS 24, 'Related party disclosures', to disclose related party transactions entered into between two or more members of a group.

All other disclosures for the Parent Company are consistent with the Group accounts.

The exemption from audit has been claimed for the individual financial statements of NIOX Healthcare Limited (registered number 03689966) and NIOX Limited (registered number 15639520) for the year ended 31 December 2025 under section 479A of the Companies Act 2006. NIOX Group plc has given the required guarantee under section 479C in respect of the reporting year. The results of NIOX Healthcare Limited and NIOX Limited are included in these consolidated financial statements.

New and amended standards adopted by the Group

There are no new or amended standards in 2025 relevant to the group.

New standards and interpretations not yet adopted

Certain new accounting standards, amendments to accounting standards and interpretations have been published that are not mandatory for the 31 December 2025 reporting period and have not been adopted early by the Group. These standards, amendments or interpretations are not expected to have a material impact on the Group in the current or future reporting periods and on foreseeable future transactions.

Going concern

In assessing the appropriateness of the going concern assumption, the Board has considered the availability of funding alongside the possible cash requirements of the Group and Company.

The Board has prepared cash flow forecasts for 12 months from the date these financial statements were approved. This base case scenario includes the benefits of actions already taken by management to reduce the business's cost base. This base case is prudent and assumes that sales of NIOX® will grow at a rate slower than historical performance. Under this base case scenario, the Group is expected to have sufficient resources beyond 12 months from the approval of the financial statements.

The Board has modelled a downside scenario in which case there is no sales growth. Considering the Group's historical growth rates and the opportunities NIOX has available, management believes this scenario presents a severe yet plausible downside risk. In this situation, the Group is expected to continue to have sufficient resources beyond 12 months following the approval of the financial statements.

After due consideration, the directors have concluded that there is a reasonable expectation that the Group has

NIOX GROUP PLC | ANNUAL REPORT & ACCOUNTS YEAR ENDED 31 DECEMBER 2025

NIOX

adequate resources to continue in operational existence for at least 12 months from the date of this report.

Principles of consolidation

Subsidiaries are all entities (including structured entities) over which the Group and Parent Company has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.

The acquisition method of accounting is used to account for business combinations by the Group. Acquisition-related costs are expensed as incurred.

Intercompany transactions, balances and unrealised gains and losses on transactions between Group companies are eliminated. The accounting policies of subsidiaries are consistent with the policies adopted by the Group.

Foreign currency translation

Items included in the financial statements of each of the Group's entities are measured using the currency of the primary economic environment in which the entity operates ('the functional currency'). The consolidated financial statements are presented in British pound sterling, which is NIOX Group plc's functional and presentation currency.

Monetary assets and liabilities in foreign currencies are translated into British pound sterling at the rates of exchange ruling at the end of the financial year, whereas transactions are translated at the rates of exchange ruling at the date of the transaction. Foreign exchange differences are taken to the income statement in the year in which they arise and presented within 'Other gains and (losses)'.

Foreign exchange differences on translation of foreign operations into the Group presentational currency are recognised as a separate element of other comprehensive income. Cumulative exchange differences are presented in a separate component of equity entitled 'Translation reserve'.

Cost of sales

Cost of sales includes costs directly associated with the sale of products and is recognised as the associated revenue is recognised. It includes purchase costs, movements in provisions for inventories and inventory write-offs.

Share-based payments

Share-based compensation benefits are provided to employees via various share schemes. Information relating to these schemes is set out in note 30.

Share options

Under the Group's equity-settled share-based compensation plan, the entity receives services from employees as consideration for options over ordinary shares in NIOX Group plc. The fair value of the employee services received in exchange for the grant of the options is recognised as an expense with a corresponding increase in equity. The total amount to be expensed is determined by reference to the fair value of the options granted:

including the effect of any market performance conditions (such as the entity's share price);
excluding the impact of any service and non-market performance vesting conditions (for example, profitability, sales growth targets and remaining an employee of the entity over a specified period); and
including the impact of any non-vesting conditions (for example, the requirement for employees to save or hold shares for a specific period).

Equity settled share-based payments are measured at fair value at the date of grant. The fair value is measured using either the Finnerty model (an at-market put option variant of the Black-Scholes model), the Black-Scholes model or the Monte Carlo Simulation. This is dependent on the conditions attached to each of the issued options. Where conditions are non-market based, the Black Scholes or the Finnerty model is used. Where market-based conditions are attached to options, the fair value is determined using the Monte Carlo Simulation.

The total expense is recognised over the vesting period, which is the period over which the specified vesting conditions are to be satisfied. At the end of each period, the entity revises its estimates of the number of options that are expected to vest based on the non-market vesting and service conditions. If there have been modifications to the vesting conditions, the entity will revise its estimates unless the modification is in a manner that is not beneficial to the employee, e.g., by increasing the vesting period or by adding a non-market performance condition. In this instance, the modification is ignored. It recognises the impact of the revision to original estimates, if any, in profit or loss, with a corresponding adjustment to equity.

NIOX GROUP PLC 'I ANNUAL REPORT & ACCOUNTS YEAR ENDED 31 DECEMBER 2025

GROUP FINANCIAL STATEMENTS

Notes to the financial statements

33. Summary of other accounting policies continued

Liabilities for the Group's cash-settled share-based compensation plans are recognised as an employee benefit expense over the relevant service period. The liabilities are remeasured to fair value at each reporting date and are presented as employee benefit obligations in the balance sheet.

For the share options awarded under the PSP Scheme, the Board has the discretion to award participants cash or further shares on exercise equal to the value of a dividend if the record date falls prior to the exercise date. This is accounted for as an employee benefit as defined by IAS 19, the charge for which is included as a share-based payment expense.

Deferred shares

The fair value of deferred shares granted to employees is recognised as an expense over the relevant service period, being the year to which the bonus relates and the vesting period of the shares. The fair value is measured at the grant date of the shares and is recognised in equity in the share-based payments reserve. The number of shares expected to vest is estimated based on the non-market vesting conditions. The estimates are revised at the end of each reporting period, and adjustments are recognised in profit or loss and the share-based payments reserve.

Impairment of non-financial assets

Assets that have an indefinite useful life, for example, goodwill or intangible assets not ready for use, are not subject to amortisation and are tested annually for impairment. Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. To assess impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at each reporting date. Charges or credits for impairment are passed through the income statement.

Cash and cash equivalents

Cash and cash equivalents include cash on hand, deposits held at call with financial institutions, bank overdrafts and other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash, and which are subject to insignificant risk of changes in value.

NIOX GROUP PLC | ANNUAL REPORT & ACCOUNTS YEAR ENDED 31 DECEMBER 2025

NIOX

34. Critical accounting estimates and judgements

The preparation of financial statements requires the use of accounting estimates, which, by definition, will seldom equal the actual results. Management also needs to exercise judgement in applying the Group's accounting policies.

This note provides an overview of the areas that involved a higher degree of judgement or complexity and of items which are more likely to be materially adjusted within the next financial year due to estimates and assumptions turning out to be wrong.

Estimates and judgements are continually evaluated. They are based on historical experience and other factors, including expectations of future events that may have a financial impact on the entity and that are believed to be reasonable under the circumstances.

The areas involving significant estimates and judgements are detailed below.

Recoverability of deferred tax asset for carried-forward tax losses (estimate and judgement)

In considering the recoverability of deferred tax assets, the Group assesses the likelihood of them being recovered within a reasonably foreseeable timeframe, being a five-year period. This takes into account the future expected profit profile and the current structure of the business model. These five-year forecasts are consistent with those used for going concern and impairment reviews.

The critical estimate is how profitable the entity will be in future and therefore, how much of the asset can be recognised. If the entity's profits are lower than forecast, this could result in an impairment of the recognised deferred tax asset.

Recoverability of investments in subsidiaries and intercompany receivables (estimate)

NIOX Group plc holds a number of investment balances in subsidiary companies along with significant intercompany receivables due from subsidiary companies. Investment impairment and impairment reversal reviews are undertaken annually or more frequently if events or changes in circumstances indicate a potential change in the carrying value. Estimates are made in respect of the carrying value of the subsidiary containing the investment. If there is a significant change to a subsidiary's value in use, this could result in an impairment or the reversal of a previous impairment of the investment (see note 25).

In line with IFRS 9, the carrying values of intercompany receivables are assessed using the full approach to measuring expected credit losses. Estimates are made in respect of the recoverable amount of each subsidiary. If the recoverable amount of a subsidiary is below the carrying value of NIOX Group plc's intercompany receivable, this could result in an impairment of the receivable.

NIOX GROUP PLC | ANNUAL REPORT & ACCOUNTS YEAR ENDED 31 DECEMBER 2025

GROUP FINANCIAL STATEMENTS

Notes to the financial statements

35. Financial and capital risk management

Capital risk management

Capital risk management for NIOX involves identifying, assessing, and mitigating potential financial risks that could impact the Company's ability to maintain sufficient capital reserves for growth, operations, and strategic investments, ensuring long-term financial stability. NIOX effectively manages its cash resources, ensuring that any surplus capital is allocated strategically to maximise shareholder value and support business growth.

Financial risk management

Monitoring of financial risk is part of the Board's ongoing risk management, the effectiveness of which is reviewed annually.

Foreign exchange risk

Foreign exchange fluctuations may adversely affect the Group's results and financial condition. The Group prepares its financial statements in British pound sterling, but a significant proportion of its expenditure and subsidiary results are in various currencies, including the United States dollar, Swedish krona, euro and Chinese yuan. Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities.

Exposure

The Group's exposure to foreign currency risk at the end of the reporting period, expressed in British Pound sterling, was as follows:

	2025									2024
	GBP £m	USD £m	EUR £m	SEK £m	CNY £m	GBP £m	USD £m	EUR £m	SEK £m	CNY £m
Trade receivables	0.2	2.0	2.2	-	-	0.3	2.0	2.3	-	-
Trade payables	(0.4)	(1.5)	(0.2)	(0.1)	-	(0.4)	(0.3)	(0.3)	(0.2)	(0.4)

The aggregate net foreign exchange gains and losses recognised in profit or loss is disclosed in note 5.

Instruments used by the Group

The Group's policy is to hedge 75% of the forecast cash flows up to six months in advance.

The Group uses foreign currency forward exchange contracts to hedge its exposure to foreign currency risk. These foreign currency contracts are accounted for as financial assets or liabilities at fair value. The initial fair value of these assets is £nil as no money has changed hands and therefore no value can be attributed to the contract. These are subsequently remeasured at each year end at the spot rate, with gains and losses recognised in profit or loss.

	2025	2024
Notional amount	£4.5 million	£4.6 million
Maturity date	January 2026 – June 2026	January 2025 – June 2025

The carrying amount of the financial asset as at 31 December 2025 was £nil (2024: £nil), and the net fair value loss in the year was £nil (2024: £0.1 million).

NIOX GROUP PLC | ANNUAL REPORT & ACCOUNTS YEAR ENDED 31 DECEMBER 2025

NIOX

Sensitivity

As shown on the previous page, the Group is primarily exposed to changes in the US dollar and euro rates.

As at 31 December 2025, if the euro had weakened/ strengthened by 10% (2024: 10%) against British pound sterling with all other variables held constant, the profit for the year would have been 0.2 million (2024: £0.3 million) lower/higher. Similarly, if the US dollar had weakened/ strengthened by 10% (2024: 10%), the profit for the year would have been £0.4 million (2024: £0.6 million) lower/higher. This is as a result of net foreign exchange gains/losses on the translation of euro and US dollar denominated payables, receivables and bank balances.

The impact on profit for the year and equity was immaterial for the remaining currencies.

Credit risk

Credit risk arises from cash and cash equivalents, contractual cash flows of debt instruments carried at amortised cost, deposits with banks and financial institutions, as well as credit exposures to customers, including outstanding receivables.

i) Risk management

The Group's policy generally is to place funds with financial institutions which have a minimum credit rating with Fitch IBCA of BBB long-term/F1 short-term.

The Group's cash and cash equivalents are held with institutions with the following Fitch IBCA long-term rating:

| | 2025
£m | 2024
£m |
| --- | --- | --- |
| AA- | 11.4 | 9.8 |
| A | 8.2 | 0.8 |
| A- | 0.3 | 0.3 |
| Total cash and cash equivalents | 19.9 | 10.9 |

During the year, the Group deposited funds with 6 banks (2024: 6 banks). The Group does not allocate a quota to individual institutions but seeks to diversify its investments where this is consistent with achieving competitive rates of return. It is the Group's policy to place not more than £8.0 million (or the equivalent in other currencies) with any one counterparty.

The value of financial instruments held represents the maximum exposure that the Group has to them. There is no collateral held for this type of credit risk. Management does not expect any material losses from non-performance by these counterparties.

ii) Impairment of financial assets

The Group and Parent Company each have only one type of financial asset that is subject to the expected credit loss model, being trade receivables and receivables from subsidiary undertakings, respectively. While cash and cash equivalents are also subject to the impairment requirements of IFRS 9, the identified impairment loss was immaterial.

To measure expected credit losses, the Group applies the IFRS 9 simplified approach to trade receivables and applies the full approach to receivables from subsidiary undertakings. To measure the expected credit losses, trade receivables have been grouped based on the days past due.

The expected loss rates are based on the payment profiles of sales over a period of 36 months before 31 December 2025 and the corresponding historical credit losses experienced within this period. The historical loss rates are adjusted to reflect current and forward-looking information on macroeconomic factors affecting the ability of the customers to settle the receivables.

NIOX GROUP PLC | ANNUAL REPORT & ACCOUNTS YEAR ENDED 31 DECEMBER 2025

GROUP FINANCIAL STATEMENTS

Notes to the financial statements

35. Financial and capital risk management continued

On that basis, the loss allowance as at 31 December 2025 and 2024 was determined as follows:

Group	Current	More than 30 days past due	More than 60 days past due	More than 90 days past due	Total
31 December 2025	£m	£m	£m	£m	£m
Expected loss rate	0.3%	5.0%	33.8%	10.5%	1.2%
Gross trade receivables carrying amount	5.1	0.3	-	0.1	5.5
Loss allowance	-	-	-	(0.1)	(0.1)
	Current	More than 30 days past due	More than 60 days past due	More than 90 days past due	Total
---	---	---	---	---	---
31 December 2024	£m	£m	£m	£m	£m
Expected loss rate	0.4%	12.3%	23.8%	49.4%	1.4%
Gross trade receivables carrying amount	5.4	0.1	0.1	-	5.6
Loss allowance	-	-	(0.1)	-	(0.1)
Company	Current	More than 30 days past due	More than 60 days past due	More than 90 days past due	Total
---	---	---	---	---	---
31 December 2025	£m	£m	£m	£m	£m
Expected loss rate	0.0%	0.0%	0.0%	0.0%	0.0%
Gross receivables from subsidiary undertakings carrying amount	1.5	-	-	-	1.5
Loss allowance	-	-	-	-	-
	Current	More than 30 days past due	More than 60 days past due	More than 90 days past due	Total
---	---	---	---	---	---
31 December 2024	£m	£m	£m	£m	£m
Expected loss rate	0.0%	0.0%	0.0%	0.0%	0.0%
Gross receivables from subsidiary undertakings carrying amount	1.9	-	-	-	1.9
Loss allowance	-	-	-	-	-

"NICK GROUP PLC" ("ANNUAL REPORT & ACCOUNTS YEAR ENDED 31 DECEMBER 2025")

NIOX

The closing loss allowance for trade receivables reconciles to the opening loss allowance as follows:

	Group		Company
	2025 £m	2024 £m	2025 £m	2024 £m
Opening loss allowance as at 1 January	(0.1)	(0.1)	-	-
At 31 December	(0.1)	(0.1)	-	-

Trade receivables are written off where there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of recovery include, amongst others, the failure of a debtor to engage in a repayment plan with the Group and a failure to make contractual payments for a period greater than 120 days past due.

Impairment losses on trade receivables are presented within operating expenditure. Subsequent recoveries of amounts previously written off are credited against the same line item.

Cash flow and liquidity risk

Liquidity risk is managed through maintaining sufficient cash and the availability of funding to meet obligations when due. Management monitors rolling forecasts of the Group's cash based on expected cash flows. The directors do not consider that there is presently a material cash flow or liquidity risk.

The table below analyses the Group's financial liabilities into relevant maturity groupings based on the remaining period at the balance sheet date to the contractual maturity date.

| At 31 December | Less than 1 year
2025 £m | Over 1 year
2025 £m | Less than 1 year
2024 £m | Over 1 year
2024 £m |
| --- | --- | --- | --- | --- |
| Lease liabilities | 0.5 | 0.5 | 0.7 | 0.8 |
| Trade and other payables | 7.6 | - | 7.4 | - |
| Total | 8.1 | 0.5 | 8.1 | 0.8 |

NIOX GROUP PLC | ANNUAL REPORT & ACCOUNTS YEAR ENDED 31 DECEMBER 2025

OTHER INFORMATION

Reconciliation of alternative performance measures

Total expenditure

Total expenditure excludes depreciation, amortisation and share-based payment expenses.

Total expenditure is an alternative performance measure and reconciles to the consolidated statement of comprehensive income as below:

| | 2025
£m | 2024
£m |
| --- | --- | --- |
| Research and development costs | (2.6) | (2.5) |
| Sales and marketing costs | (11.4) | (11.2) |
| Administrative expenses | (9.0) | (8.8) |
| Add back: | | |
| Depreciation | 0.7 | 0.5 |
| Amortisation | 3.4 | 3.7 |
| Share-based payment expenses | 1.9 | 1.9 |
| Total expenditure | (17.0) | (16.4) |

Adjusted EBITDA

Adjusted EBITDA excludes income and expenditures that might impact the quality of earnings, such as share-based payment expenses.

Adjusted EBITDA is an alternative performance measure and reconciles to operating profit as below:

| | 2025
£m | 2024
£m |
| --- | --- | --- |
| Adjusted EBITDA | 16.7 | 13.8 |
| Depreciation | (0.7) | (0.5) |
| Amortisation | (3.4) | (3.7) |
| Share-based payment expenses | (1.9) | (1.9) |
| Operating profit | 10.7 | 7.7 |

NIOX GROUP PLC-1-ANNUAL REPORT & ACCOUNTS-YEAR ENDED 31 DECEMBER 2025

OTHER INFORMATION Shareholder information

NIOX

Financial calendar

Annual General Meeting: 21 May 2026
Interim results for the six months ending 30 June 2026: Q3 2026

Registrars

All administrative enquiries relating to shareholdings and requests to receive corporate documents by email should, in the first instance, be directed to Equiniti. Shareview is Equiniti's shareholder portal offering access to services and information to help manage your shareholdings and inform your important investment decisions.

Shareview Portfolio

Shareview Portfolio is an online portfolio management tool which enables you to view and manage all the shareholdings you have, where Equiniti is the Registrar, in one place. It is free to use and provides access to a wide range of market information and investment services. Please visit www.shareview.co.uk.

This is not a recommendation to buy or sell shares. The price of shares can go down as well as up, and you are not guaranteed to get back the amount that you originally invested.

Addresses for correspondence

Head office

NIOX Group plc
Magdalen Centre
1 Robert Robinson Ave
The Oxford Science Park
Oxford
OX4 4GA
United Kingdom

Tel: +44 (0) 3303 309 356
General enquiries: [email protected]
Investors: [email protected]
Website: www.investors.niox.com

Registrars

Equiniti Limited
Aspect House
Spencer Road
Lancing
West Sussex
BN99 6DA
United Kingdom

Shareholder Support:

0371 384 2030
Lines are open 8:30am to 5:30pm Monday to Friday

Bankers

HSBC Bank plc
Apex Plaza
Reading
RG1 1AX
United Kingdom

Independent Auditors

RSM UK Audit LLP
103 Colmore Row
Birmingham
B3 3AG
United Kingdom

NIOX GROUP PLC | ANNUAL REPORT & ACCOUNTS YEAR ENDED 31 DECEMBER 2025

Forward-looking statements

This report contains certain projections and other forward-looking statements with respect to the financial condition, results of operations, businesses and prospects of NIOX.

The use of terms such as "may", "will", "should", "expect", "anticipate", "project", "estimate", "intend", "continue", "target" or "believe" and similar expressions (or the negatives thereof) are generally intended to identify forward-looking statements. These statements are based on current expectations and involve risk and uncertainty because they relate to events and depend upon circumstances that may or may not occur in the future. There are a number of factors that could cause actual results or developments to differ materially from those expressed or implied by these forward-looking statements. Any of the assumptions underlying these forward-looking statements could prove inaccurate or incorrect and therefore any results contemplated in the forward-looking statements may not actually be achieved. Nothing contained in this report should be construed as a profit forecast or profit estimate. Investors or other recipients are cautioned not to place undue reliance on any forward-looking statements contained herein. NIOX undertakes no obligation to update or revise (publicly or otherwise) any forward-looking statement, whether as a result of new information, future events or other circumstances.

132
NIOX GROUP PLC | ANNUAL REPORT & ACCOUNTS YEAR ENDED 31 DECEMBER 2023

NIOX

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NIOX GROUP PLC — Annual Report 2025

7814_rns_2026-06-08_a31339c0-be2b-453e-abb3-68c64d4f4c07.pdf

ANNUAL REPORT & ACCOUNTS

Our mission is to improve the diagnosis, monitoring and management of both asthma and COPD by providing greater patient access to FeNO testing

CONTENTS

STRATEGIC REPORT

CORPORATE GOVERNANCE

GROUP FINANCIAL STATEMENTS

OTHER INFORMATION

STRATEGIC REPORT

NET CASH

FINANCIAL PROGRESS

NIOX PRO®

NIOX MyNO®

POST-PERIOD END UPDATE

I am pleased to report that 2025 has been another excellent year for NIOX.

A YEAR OF STRONG GROWTH

FINANCIAL POSITION

PRINCIPAL CHALLENGES

OUTLOOK

OUR PRODUCTS

Refined portability

Enhanced distance

Larger screen

Built-in cap

MARKET ENVIRONMENT

THE OPPORTUNITY

Asthma

COPD

STRATEGIC PRIORITIES

1) Increasing US FeNO Penetration

2) Innovation and Product Development

NIOX PRO®

NIOX Cloud®

NIOX MyNO®

3) Driving Adoption and Clinical Education

SUMMARY AND OUTLOOK

Our engagement with stakeholders

SECTION 172(1) STATEMENT

STRATEGY AND OBJECTIVES

BUSINESS MODEL

EUROPE

AFRICA

MIDDLE EAST

NORTH AMERICA

SOUTH AMERICA

AUSTRALASIA

ASIA

£48.7m

£16.7m

The Group ended the year in a strong financial position,

REVENUE

GROSS PROFIT

RESEARCH AND DEVELOPMENT

SALES AND MARKETING

ADMINISTRATIVE EXPENDITURE

OTHER INCOME

TAXATION

EARNINGS PER SHARE

STATEMENT OF FINANCIAL POSITION

OTHER COMPREHENSIVE EXPENSE

CASH FLOW

Our ambition is to improve the quality of life of millions of people suffering from asthma and COPD

ENVIRONMENT, SOCIAL AND GOVERNANCE

PEOPLE

Values

Diversity and inclusion

Employee engagement

Working conditions

Health and safety

PRODUCT

PLANET

Streamlined energy and carbon reporting ('SECR')

Reporting methodology

Annual emissions

Intensity metric

Movement in emissions

Energy efficiency improvements

EMISSIONS

NIOX GROUP PLC Annual Report 2025